Common use of By the Company Other than for Cause Clause in Contracts

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. (i) The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon written notice to the Executive. . (ii) In the event of such terminationthe Executive’s Separation from Service pursuant to this Section 5(d), in addition to Final Compensation, the Executive will be entitled to the following payments and benefits, provided that the Executive satisfies all conditions to such entitlement, including without limitation, continued compliance with the Restrictive Covenants and signing and returning to the Company shall pay a timely and effective Employee Release in accordance with subsection (iii) below: (A) Until the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date conclusion of termination, plus (ii) severance payments for a period to end of the twelve (12) months after following the termination date (“Severance Term”)Termination Date, of which (a) the first severance payment Company shall be made continue to pay the Executive the Base Salary at the rate in effect on the date that Termination Date, and, subject to any employee contribution applicable to the Executive on the Termination Date, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans at the same rate as is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance for active employees of the severance Company, provided that the Executive is entitled to continue such participation under applicable laws and plan terms. (B) Executive shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base any annual bonus compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus awarded for the fiscal year immediately preceding the year in which such termination occurs that was earned of employment occurs, but has not been paid, plus (iv) unpaid on the Termination Date. Such bonus shall be payable in the year of the Termination Date at the times same time as bonuses are paid to Company executives generally; provided, however, that if paying such amount on the date on which bonuses are paid to Company pays its executives bonuses generallygenerally would result in an additional tax on the Executive or her estate under Section 409A, but then such bonus shall be payable no later than two and one half (2 1/2) months after the end June 15 of the fiscal year in of Termination Date. (iii) Any obligation of the Company to the Executive hereunder, other than for her Final Compensation, is conditioned, however, on the Executive’s timely and effective execution of the form of release included with this Agreement as Exhibit A, by the deadline specified therein (any such release submitted by such deadline, the “Employee Release”) and delivering it to the Company not later than the deadline specified therein, which shall not be later than the sixtieth (60th) calendar day following the date of her Separation from Service. Subject to Section 5(g) below, severance pay to which the Bonus Executive is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated entitled hereunder shall be payable in accordance with Section 4.2).” 9the normal payroll practices of the Company, with the first payment, which shall be retroactive to the day immediately following the Termination Date, being due and payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the Termination Date. Effectively immediately, the third sentence The Release of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination Claims required for separation benefits in accordance with this Section 5.5, then 5(d) or Section 5(e) creates legally binding obligations on the part of the Executive and the Company shall pay therefore advises the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through Executive to seek the date advice of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)attorney before signing it.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to any Final Compensation due to the Executive, the Company shall pay the Executive: will (i) promptly pay the Executive severance pay, for the period of twelve (12) months following the date of termination of his employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in all events which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days thereof, Base Salary earned but unpaid through following the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“of employment. Any obligation of the Company to provide the Severance Term”)Benefits in excess of statutory minimums is conditioned, of which (a) the first severance payment shall be made however, on the date Executive signing (in such a manner that is six will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (610) months from days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and in an amount equal six (6) times on the Executives monthly base compensation in effect at Executive’s continued compliance with the time of such termination and (b) the balance obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect Executive at the same time of such termination (i.e., 1/12th that annual bonuses for the applicable fiscal year are paid to senior executives of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated generally in accordance with Section 4.24(b).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice Except as otherwise expressly provided in Section 4.4(d), if, prior to the Executive. In scheduled expiration of the event of such terminationTerm, the Company terminates the Employee’s employment without Cause, the Employee shall pay the Executive: be entitled to receive and be paid solely (i) promptly the Employee's salary then in effect until the expiration of six (6) months following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the effective date of termination, plus the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for less than five (ii5) severance payments for a period to end years; or the Employee's salary then in effect until the expiration of twelve (12) months after following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than five (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (18) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance TermPay”), (ii) a pro rata portion of Employee’s Incentive Compensation, if any during the applicable period Employee was employed by the Company (which (a) portion of the first severance payment Incentive Compensation shall be made on reasonably determined by the date that is six (6) months from Board of Directors as of the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be Term and paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of terminationwhen otherwise payable pursuant to Section 3.2, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereofany accrued paid time off pursuant to Section 3.4, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times any amounts due pursuant to Section 3.6, (v) any Vested Benefits, and (vi) any COBRA Rights, and the Company pays its executives bonuses generallyshall have no further liability or other obligation of any kind whatsoever to the Employee. The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by the Employee against the Company, but no later than two shall be in full and one half (2 1/2) months after complete satisfaction of any and all rights which the end Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the fiscal year in which Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and the Bonus is earneddirectors, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year officers, employees, trustees and agents of such termination entities and their successors or assigns, arising out of this Agreement or out of the employment relationship between the Employee and the Company (prorated in accordance with Section 4.2the form of Exhibit A, hereafter the “Release”).” 9. Effectively immediatelyPayment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then of employment by the Company without Cause Employee shall not be entitled to participate in any severance pay plan made generally available to other employees of the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation Company as in effect at the from time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)time.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/21⁄2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation and in lieu of any benefits which might otherwise be payable to the Executive under a separate severance agreement as a result of such termination, then, until the conclusion of a period equal to eighteen (18) months following the date of termination, the Company shall continue to pay the Executive the Base Salary at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law. In addition, the Company shall pay the Executive: (iExecutive an amount, in equal monthly installments commencing as soon as the determination of the amount can be made in accordance with Section 4(b) promptly hereof and concluding at the end of the twelve month period following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion pro rata share of any Bonus accrued bonus due under Section 4(b) for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion termination of any Bonus earned but unpaid during employment occurs (determined by pro-rating the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation accrued bonus for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus termination of employment occurs through the date of termination). Any obligation of the Company to the Executive hereunder is earnedconditioned, an amount equal however, upon the Executive signing and returning to that portion the Company a timely and effective release of any Bonus earned but unpaid during claims substantially in the fiscal year form attached hereto as Exhibit A (the “Release of such termination (prorated Claims”). The Release of Claims required for separation benefits in accordance with Section 4.2).” 10. Effective immediately, 5(d) and/or Section 5.6 5(e) hereof creates legally binding obligations on the part of the Employment Agreement Executive and the Company and its Affiliates therefore advise the Executive to seek the advice of an attorney before signing it. Base Salary to which the Executive is hereby amended by inserting entitled hereunder shall be payable in accordance with the following sentence normal payroll practices of the Company, and will begin at the end Company’s next regular payroll period which is at least five business days following the later of said Section: “The payments made under subsections (i) and (iii) hereof the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Company, but the first payment shall be made promptly retroactive to next business day following termination and in all events within thirty (30) days thereofthe date of termination.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereofthereof (or at such earlier time as may be required by applicable law), any Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (the “Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal to six (6) times the Executives Executive’s monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in accordance with the Company’s then current payroll practices (currently biweekly payments) over the next six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation Base Salary in effect at the time of such termination dependent on payroll practices of the Company (i.e., 1/12th of the Base Salary, 1/24th of the Base Salary, 1/26th of Base Salary, etc.), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2½) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, plus (v) vested, outstanding equity grants under the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination Stock Plan, in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination terms thereof and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)applicable award agreements.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereofthereof (or at such earlier time as may be required by applicable law), any Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (the “Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal to six (6) times the Executives Executive’s monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in accordance with the Company’s then current payroll practices (currently biweekly payments) over the next six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation Base Salary in effect at the time of such termination dependent on payroll practices of the Company (i.e., 1/12th of the Base Salary, 1/24th of the Base Salary, 1/26th of Base Salary, etc.), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/21⁄2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, plus (v) vested, outstanding equity grants under the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination Stock Plan, in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination terms thereof and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)applicable award agreements.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: Executive (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve twenty-four (1224) months after the termination date (the “Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal to six (6) times the Executives Executive’s monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six accordance with the Company’s then current payroll practices (6currently biweekly payments) monthly payments beginning on over the date that is seven next eighteen (718) months from the date of termination and continuing through the date that is twelve twenty-four (1224) months from the date of termination, each such monthly payment (after the first payment) in an amount equal to the Executive’s monthly base compensation Base Salary in effect at the time of such termination dependent on payroll practices of the Company (i.e., 1/12th of the Base Salary, 1/24th of the Base Salary, 1/26th of Base Salary, etc.), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/21⁄2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated pro-rated in accordance with Sub-Section 4.2).” 9. Effectively immediately, plus (v) vested, outstanding equity grants under the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination Stock Plan, in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination terms thereof and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)applicable award agreements.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay in addition to any Final Compensation due to the Executive: , the Executive will be entitled to the following (the “Severance Benefits”): (i) promptly the Company will pay the Executive severance pay, at the same rate as the Base Salary, for twelve (12) months following the date of termination of his employment (the “Severance Period”); (ii) during the Severance Period, provided the Executive elects and remains eligible for COBRA (or mini-COBRA), the Company will pay the Executive a monthly taxable amount equal to the portion of the Executive’s health insurance premiums that the Company paid immediately prior to the date of termination (the “Monthly Contribution”); and (iii) if such termination occurs concurrent with or within twelve (12) months following, or in connection with but within the three (3) months prior to, a Change of Control, the Company will pay the Executive an amount equal to his then current Target Bonus, payable in substantially equal monthly installments during the Severance Period. Other than business expenses described in Section 5(a)(iii), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days thereoffollowing the date of termination of employment. Any obligation of the Company to provide the Severance Benefits is conditioned, Base Salary earned but unpaid through however, on the Executive signing and returning to the Company (without revoking) a timely and effective general release of claims in the form (which shall be provided by the Company within seven (7) days following the date of termination, plus (iiwhich shall exclude nonwaivable claims and the Executive’s rights to Final Compensation and which shall not require the Executive to agree to post-employment obligations not specifically set forth in this Agreement) severance payments for a period to end twelve (12) months after by the termination date (“Severance Term”)deadline specified therein, all of which (aincluding the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the first severance payment shall be made on the date that is six sixtieth (660th) months from calendar day following the date of termination (any such separation agreement submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance in an amount equal six (6material respects with the obligations of the Executive to the Company and its Affiliates that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) times below, all Severance Benefits to which the Executives monthly base compensation Executive is entitled hereunder shall be payable in effect at accordance with the normal payroll practices of the Company, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable on the Company’s next regular payday for executives that follows the effective date of the Release of Claims. Notwithstanding the foregoing, if the time period to consider, return and revoke the Release of such termination and (b) the balance Claims covers two of the severance Executive’s taxable years, any portion of the Severance Benefits that constitutes deferred compensation subject to Section 409A (as defined below) shall in all events be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date later taxable year. The Release of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus Claims required for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination Severance Benefits in accordance with this Section 5.5, then 5(d) creates legally binding obligations on the part of the Executive and the Company shall pay therefore advises the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through Executive to seek the date advice of termination, plus (y) six months after an attorney before signing the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time Release of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)Claims.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. 5.4.1 The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. . 5.4.2 In the event of such terminationany termination pursuant to Section 5.4.1, the Company shall pay the Executive: Executive (ia) promptly following termination and in all events within thirty (30) days thereof, any Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made payable on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the effective date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iiib) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs Termination Year that was earned but has not been paid, plus (iv) payable at the times the Company pays its other executives such bonuses generallyin accordance with its general payroll policies, but no later than two and one half (2 1/2c) months a Bonus with respect to the Termination Year, payable within thirty (30) days after the effective date of termination, in an amount determined by multiplying the Bonus that was payable to the Executive with respect to the fiscal year immediately preceding the Termination Year by a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the Termination Year in which the Executive was employed by the Company. 5.4.3 Within thirty (30) days after the effective date of any termination pursuant to Section 5.4.1, the Company shall pay the Executive a single lump sum in cash in an amount equal to 100% times the sum of (a) the Executive’s Base Salary at the rate in effect at the effective date of termination, plus (b) the amount of the Bonus payable to the Executive with respect to the fiscal year immediately preceding the Termination Year. 5.4.4 After the end of the fiscal year of the Company in which the Bonus Executive’s employment is earnedterminated, an the Board shall determine the amount equal of the bonus that would have been paid to that portion of any Bonus earned but unpaid during the Executive if the Executive had been employed for the entire fiscal year of such termination and shall multiply that amount by the fraction set forth in clause (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence c) of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)5.4.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation, then until the conclusion of the period of eighteen (18) months following the date of termination (the “Severance Pay Period”), the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Executive the Base Salary earned but unpaid through at the rate in effect on the date of termination and, subject to any employee contribution applicable to the Executive on the date of termination, plus shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, the Company shall pay the Executive a bonus (iithe “Termination Bonus”) severance payments for a period equal to end twelve one and one-half (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (61.5) times the Executives monthly base compensation lesser of (i) 60% of the Executive’s Base Salary in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal or (ii) the Annual Bonus paid to the Executive’s monthly base compensation Executive in effect the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in the preceding fiscal year, $0). The Termination Bonus shall be payable in up to two equal installments at the time of such termination (i.e.each year during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, 1/12th provided, however, that no Termination Bonus payment shall be made until the later of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end effective date of the fiscal year in Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board. The Base Salary payment to which the Bonus Executive is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated entitled hereunder shall be payable in accordance with Section 4.2).” 9the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Board, but shall be retroactive to next business day following the date of termination. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5.5, then 5(d) shall constitute the entire obligation of the Company shall pay to the Executive: (x) promptly Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)employment hereunder.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon written notice to the Executive. In the event of such termination, in addition to the Final Compensation, and provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination, the Company shall pay or provide, as applicable, the Executive: Executive with the following (together, the “Severance Payments and Benefits”): (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus Pro Rata Bonus; (ii) severance payments for a period an amount equal to end twelve two (122) months after times the termination date sum of (“Severance Term”)A) Base Salary, of which (a) at the first severance payment shall be made rate in effect on the date that is six (6) months from the date of termination and in an amount equal six of the Executive’s employment (6) times the Executives monthly base compensation in effect at the time of such termination and prior to any reduction constituting Good Reason), plus (bB) the balance of Target Bonus Amount for the severance shall be paid year in six which termination occurs (6the “Lump Sum Payment”); (iii) monthly payments beginning if the Executive is enrolled in the Company’s medical and dental plans on the date that is seven (7) months from the date of termination of his employment, and continuing through if he elects to continue his participation and that of his eligible dependents in those plans under the date that is twelve federal law known as “COBRA,” then for eighteen (1218) months from following the date of terminationtermination of the Executive’s employment or, if earlier, until the Executive becomes eligible for substantially equivalent (as to the extent of coverage and the cost to the Executive) coverage through a new employer, the Company will contribute 100% of the premium cost of his coverage and that of his eligible dependents under those plans, provided the Executive and his dependents remain eligible for such coverage under applicable law and plan terms; and (iv) the Company will continue to maintain the life insurance coverage that was in effect for the Executive on the date of termination of his employment, and will continue to reimburse the Executive for the premium cost of obtaining supplemental term life insurance coverage which premium cost shall not exceed Five Thousand Dollars ($5,000) annually, all in accordance with Section 4(e) hereof, for the period of eighteen (18) months following the termination of the Executive’s employment or, if earlier, until the Executive becomes eligible for substantially equivalent (as to the extent of coverage and the cost to the Executive) life insurance coverage through a new employer, provided such continued coverage is permitted by applicable law and plan terms. In the event any such continued coverage is not permitted by applicable law or plan terms, the Company shall, on or prior to the first business day of each such month, pay the Executive monthly payment payments in an amount equal to the premium payments that the Company would have made in respect of the Executive’s monthly base compensation in effect at current term life insurance coverage and the time premium cost for supplemental term life insurance coverage, had the Executive remained eligible for such coverage, for the period of such eighteen (18) months following the termination (i.e., 1/12th of the Base Salary)Executive’s employment or, plus if earlier, until the Executive becomes eligible for substantially equivalent life insurance coverage through a new employer. Any outstanding Plan Awards shall be governed by the terms of the applicable plans and agreements. Any obligation of the Company to provide the Severance Payments and Benefits is conditioned on (iiiy) promptly following termination the Executive’s signing and in all events return of a timely and effective Employee Release and delivering it to the Company and having it become irrevocable within sixty (60) calendar days of the date his employment terminates (or such shorter period as the Company specifies but not below thirty (30) days), and (z) complying with the Non-Disparagement Obligation. The Pro Rata Bonus and the Lump Sum Payment to which the Executive is entitled hereunder shall be payable in a single lump sum within (60) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of date the fiscal year in which the Bonus is earnedExecutive’s employment terminates, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated except as required by Section 5(i) below. The Employee Release required for separation benefits in accordance with Section 4.2Sections 5(b).” 9. Effectively immediately, 5(d), 5(e) or 5(g) creates legally binding obligations on the third sentence part of Section 5.5 is hereby amended by deleting said sentence in its entirety the Executive and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay and its Affiliates therefore advise the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through Executive to seek the date advice of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)attorney before signing it.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 98. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th 1/ 12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 109. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 1110. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause (and other than in connection with the Executive’s death or disability) at any time upon written notice to the Executive. In the event of such termination, then (i) the Company shall pay to the Executive the Final Compensation, (ii) the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Executive an amount equal to the sum of Base Salary earned but unpaid by the Executive for the full fiscal year immediately preceding the fiscal year in which such termination occurs (the “Termination Compensation”), payable in substantially equal installments in accordance with the Company’s normal payroll practices as in effect from time to time, over the twelve (12) month period immediately following the termination date (with the first payment to be made on the first payroll date following the effective date of the Employee Release (as defined below) and to include a catch-up to cover any payment that would have been made prior to such date had the Employee Release been effective on the termination date); provided that, if the period from the termination date through the last day that the payments could begin spans two calendar years, such payments shall commence in the second calendar year; provided further that if such termination date occurs prior to the conclusion of one full fiscal year of employment from the original hire date, it shall be assumed, for purposes of determining the Termination Compensation, that Executive earned one full fiscal year of his current Base Salary; provided, further, that, if (and only if) such termination date occurs within eighteen (18) months after a Change of Control Event (as defined below), then the Termination Compensation shall be payable to the Executive in a lump sum payment on the first payroll date following the Effective date of the Employee Release (rather than in installments, as provided above in this clause (ii)), (iii) subject to any employee contribution applicable to the Executive as of immediately prior to the date of termination, plus (ii) severance payments the Company shall continue to pay the cost of the Executive’s participation in the Company’s medical and dental insurance plans for a period to end of twelve (12) months after months, provided that if the termination date (“Severance Term”)Executive’s continued participation in such plans would result in a violation of any non-discrimination rules or result in any fines, penalties or excise taxes to the Company or any of which (a) its affiliates or if the first severance payment Executive is otherwise not eligible to continue participation in such plans under applicable law or plan terms, then, to the extent possible without resulting in such violation, fines, penalties or excise taxes, the Company shall be made on instead make monthly cash payments to the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment Executive in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th employer portion of the Base Salarymonthly insurance premiums that would have been applicable had the Executive been eligible to continue such participation (the benefit described in this clause (iii), plus collectively, the “Benefit Continuation”) (items (i) – (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for collectively shall be defined as the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2“Severance Benefits”).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause (and other than in connection with the Executive’s death or disability) at any time upon written notice to the Executive. In the event of such termination, then (i) the Company shall pay to the Executive the Final Compensation, (ii) the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in Executive an amount equal to one and a half times the Executive’s monthly base compensation in effect at sum of Base Salary and Annual Bonus earned by the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus Executive for the full fiscal year immediately preceding the fiscal year in which such termination occurs (the “Termination Compensation”), payable in substantially equal installments in accordance with the Company’s normal payroll practices as in effect from time to time, over the twelve (12) month period immediately following the termination date (with the first payment to be made on the first payroll date following the effective date of the Employee Release (as defined below) and to include a catch-up to cover any payment that was would have been made prior to such date had the Employee Release been effective on the termination date); provided that, if such termination date occurs prior to the conclusion of one full fiscal year of employment from the original hire date, it shall be assumed, for purposes of determining the Termination Compensation, that Executive earned but has not been paidone full fiscal year of her current Base Salary and achieved an Annual Bonus of 100% of her current Base Salary; provided, plus further, that, if (ivand only if) at the times the Company pays its executives bonuses generally, but no later than two and one half such termination date occurs within eighteen (2 1/218) months after the end a Change of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination Control Event (prorated in accordance with Section 4.2as defined below).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company Termination Compensation shall pay be payable to the Executive: Executive in a lump sum payment on the first payroll date following the effective date of the Employee Release (xrather than in installments, as provided above in this clause (ii)), (iii) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through subject to any employee contribution applicable to the Executive as of immediately prior to the date of termination, plus (y) six months after the termination date, an amount equal Company shall continue to six times pay the cost of the Executive’s monthly base compensation participation in effect at the time of such termination (i.e., 1/12th of the Base Salary) Company’s medical and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation dental insurance plans for a period of six months , plus twelve (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.212).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon written notice to the Executive. In the event of such termination, in addition to any Final Compensation due to the Executive, the Company shall will pay the Executive: Executive (i) promptly any earned, but unpaid annual bonus for any fiscal year completed prior to the fiscal year in which the date of termination occurs, which amount shall be paid at such time when such bonuses are payable to executives of the Company generally, (ii) severance pay, at the same rate as the Base Salary, for the period of twenty-four (24) months following the date of termination of his employment (the “Severance Payments”), (iii) a pro-rata portion of the Executive’s annual bonus for the fiscal year in which the date of termination occurs, based on actual performance through the end of such fiscal year and determined in accordance with Section 4(b) hereof (the “Pro-Rata Bonus”) and (iv) if the Pro-Rata Bonus is less than the Severance Bonus, an additional payment equal to the Severance Bonus (as defined below) less the Pro-Rata Bonus (the “Additional Payment” and, together with the Severance Payments and the Pro-Rata Bonus, the “Severance Benefits”). Other than business expenses described in Section 5(a)(iii) and any vested amounts arising from employee benefit plans, programs or arrangements described in Section 5(a)(iv), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days thereof, Base Salary earned but unpaid through following the date of terminationtermination of employment. Any obligation of the Company to provide the Severance Benefits is conditioned, plus however, on the Executive signing and returning to the Company (iiwithout revoking) severance payments for a period timely and effective separation agreement containing a general release of claims and other customary terms in the form attached hereto as Exhibit B (which form may be modified by the Company to end twelve (12comply with applicable law) months after by the termination date (“Severance Term”)deadline specified therein, all of which (aincluding the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the first severance payment sixtieth (60th) calendar day following the date of termination (any such separation agreement submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) below, all Severance Payments to which the Executive is entitled hereunder shall be made on in the date that is six (6) months form of salary continuation, payable in substantially equal installments over a twenty-four month period from the date of termination in accordance with the normal payroll practices of the Company, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable on the Company’s next regular payday for executives that follows the later of the date the Executive returns the executed Release of Claims and the effective date of the Release of Claims. Notwithstanding anything to the contrary contained in an amount equal six this Agreement, if the time period to consider, return and revoke the Release of Claims covers two taxable years, the Severance Payments described in this Section 5(d) shall, to the extent treated as non-qualified deferred compensation pursuant to Section 409A (6) times as defined below), commence in the Executives monthly base compensation later taxable year. The Pro-Rata Bonus and the Additional Payment will be paid in effect a lump sum at the time of such termination and (b) that annual bonuses for the balance of the severance shall be paid in six (6) monthly payments beginning on the date fiscal year that is seven (7) months from includes the date of termination are paid by the Company generally, and continuing through in all events during the date fiscal year following the fiscal year that is twelve (12) months from includes the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time . The Release of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus Claims required for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination separation benefits in accordance with this Section 5.5, then 5(d) creates legally binding obligations on the part of the Executive and the Company shall pay therefore advises the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through Executive to seek the date advice of termination, plus (y) six months after an attorney before signing the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time Release of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)Claims.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination and provided that the Executive satisfies the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, the Company Executive, as compensation for her satisfying those conditions, shall pay be entitled to earn the Executive: following (in the aggregate, “Post-Employment Compensation”): (i) promptly The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, payable at the time annual bonuses for that year are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the later of the effective date of the Release of Claims or the date the Release of terminationClaims, plus signed by the Executive, is received on behalf of the Company by such other person as has been designated by the Company to receive notices on its behalf in accordance with Section 19 hereof. (ii) severance payments The Company will pay the Executive compensation monthly, at the rate of one-twelfth of the Base Salary, for a that period immediately following the Date of Termination that the Executive elects to end continue to meet the conditions set forth in Section 5(h) hereof, not to exceed twelve (12) months after of compensation. Such monthly payments shall commence on the termination next regular Company payday for its executives that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the person designated by the Company to receive notices on its behalf in accordance with Section 19 hereof, but with the first payment being retroactive to the day immediately following the Date of Termination. (“Severance Term”), iii) The Company will pay the full premium cost of which health and dental plan coverage for Executive and her qualified beneficiaries until the earliest to occur of (aA) the first severance payment shall be made on date the date that is six Executive elects to cease meeting the conditions set forth in Section 5(h) hereof, (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (bB) the balance expiration of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from following the Date of Termination, (C) the date the Executive becomes eligible for participation in health and dental plans of terminationanother employer or (C) the date the Executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, each such monthly payment however, that, in an amount equal order to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus be eligible for the fiscal year preceding Company’s payments hereunder, the year Executive and each of her qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. Executive agrees and accepts that for definitional purposes qualified COBRA beneficiaries are as defined by law and regulations for the selected health plan in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)she participates.” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination and provided that the Executive satisfies the conditions set forth in Section 4(g) hereof and as otherwise provided herein, then, in addition to Final Compensation, the Executive, as compensation for her satisfying those conditions, shall be entitled to earn the following (in the aggregate, “Post-Employment Compensation”): (i) The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, paid at the time annual bonuses for that year are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received on behalf of the Company by such other person as has been designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period spans two (2) taxable years, the payment shall occur no later than March 15th of the second (2nd) taxable year). (ii) To the extent a Change in Control (as defined in Section 12) has not occurred, the Company shall will pay the Executive: Executive compensation monthly, at the rate of one-twelfth (i1/12) promptly following termination and in all events within thirty (30) days thereof, of the Base Salary earned but unpaid through in effect for the Termination Year, for each consecutive month (up to six (6) months) immediately following the Date of Termination that the Executive satisfies in full all of the conditions set forth in Section 4(g) hereof (“Non-Change in Control Post-Employment Compensation”). Should the Executive cease to satisfy in full any of the conditions set forth in Section 4(g) hereof at any time during the six (6) month period immediately following the Date of Termination, the Company will not make any further payment to the Executive under this paragraph (ii). Such monthly payments shall commence on the next regular Company payday that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of terminationClaims, plus signed by the Executive, is received by the person designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (iiprovided, however, that if the Claims Release Period spans two (2) severance taxable years, the payments shall occur no later than March 15th of the second (2nd) taxable year). Furthermore, the Company will pay the Executive additional compensation equal to six (6) months’ Base Salary in effect for the Termination Year, in a lump sum, on the tenth (10th) business day following the expiration of the period of six (6) months immediately following the Date of Termination, provided that Executive was eligible to end earn Non-Change in Control Post-Employment Compensation in accordance with this Agreement and has fulfilled all of the conditions set forth in Section 4(g) hereof (which include without limitation the referenced obligations under Sections 6 and 7 hereof) during such six (6) month period. In the event such termination is within twelve (12) months after following a Change in Control, then, provided the termination date Executive satisfies the conditions set forth in Section 4(g) hereof and complies with the requirements set forth in Sections 6 and 7 hereof, the Company will pay the Executive compensation (“Severance TermChange in Control Post-Employment Compensation”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is to twelve (12) months from of Base Salary in effect in the Termination Year and bonus (based on the average of the Annual Bonuses paid to the Executive for the two (2) FYs completed prior to the Change in Control or, if only one (1) such FY has been completed, then based on the amount of the Annual Bonus for such FY), in a lump sum, on the tenth (10th) business day following the earlier of the effective date of the Release of Claims signed by the Executive, or the date the Release of terminationClaims, each such monthly payment in an amount equal to signed by the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th is received on behalf of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which Company by such termination occurs that was earned but other person as has not been paid, plus (iv) at the times designated by the Company pays to receive notices on its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated behalf in accordance with Section 4.217 hereof (provided, however, that if the Claims Release Period spans two (2) taxable years, the payment shall occur no later than March 15th of the second (2nd) taxable year).” 9. Effectively immediately, (iii) If the third sentence of Executive satisfies the conditions set forth in Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.54(g) hereof, then the Company shall will pay the Executive: full premium cost of health and dental plan coverage for Executive and her qualified beneficiaries until the earliest to occur of (xA) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date the Executive elects to cease meeting the conditions set forth in Section 4(g) hereof, (B) the expiration of terminationtwelve (12) months following the Date of Termination, plus (yC) six months after the termination datedate the Executive becomes eligible for participation in health and dental plans of another employer or (D) the date the Executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, an amount equal however, that, in order to six times be eligible for the Company’s payments hereunder, the Executive and each of her qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (iv) Fifty percent (50%) of Executive’s monthly base compensation in effect at outstanding unvested equity awards shall vest and, if the time of such termination (i.e.awards require exercise, 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation be exercisable for a period of six months , plus three (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/23) months after the end following termination of employment, and fifty percent (50%) of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof remaining undelivered shares shall be made promptly following termination and in all events within thirty (30) days thereofdelivered for such awards that are of stock units, including RSUs.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination and provided that the Executive satisfies the conditions set forth in Section 4(g) hereof and as otherwise provided herein, then, in addition to Final Compensation, the Executive, as compensation for him satisfying those conditions, shall be entitled to earn the following (in the aggregate, “Post-Employment Compensation”): (i) The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, paid at the time annual bonuses for that year are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received on behalf of the Company by such other person as has been designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period spans two (2) taxable years, the payment shall occur no later than March 15th of the second (2nd) taxable year). (ii) The Company will pay the Executive compensation monthly, at the rate of one-twelfth (1/12) of the Base Salary in effect for the Termination Year, for each consecutive month (up to six (6) months) immediately following the Date of Termination that the Executive satisfies in full all of the conditions set forth in Section 4(g) hereof. Should the Executive cease to satisfy in full any of the conditions set forth in Section 4(g) hereof at any time during the six (6) month period immediately following the Date of Termination, the Company will not make any further payment to the Executive under this paragraph (ii). Such monthly payments shall commence on the next regular Company payday that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the person designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period spans two (2) taxable years, the payments shall occur no later than March 15th of the second (2nd) taxable year), but with the first payment being retroactive to the day immediately following the Date of Termination. (iii) If the Executive satisfies the conditions set forth in Section 4(g) hereof, then the Company will pay the Executive: full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries until the earliest to occur of (iA) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of terminationthe Executive elects to cease meeting the conditions set forth in Section 4(g) hereof, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (aB) the first severance payment shall be made on the date that is expiration of six (6) months from following the Date of Termination, (C) the date the Executive becomes eligible for participation in health and dental plans of termination and in an amount equal six another employer or (6) times the Executives monthly base compensation in effect at the time of such termination and (bD) the balance of date the severance shall Executive ceases to be paid eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that, in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal order to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus be eligible for the fiscal year preceding Company’s payments hereunder, the year Executive and each of his qualified beneficiaries must elect in which such termination occurs that was earned but has not been paid, plus a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (iv) at the times the Company pays its executives bonuses generally, but no later than two Fifty percent (50%) of Executive’s outstanding unvested equity awards shall vest and one half fifty percent (2 1/250%) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof remaining undelivered shares shall be made promptly following termination and in all events within thirty (30) days thereofdelivered for such awards that are of stock units, including RSUs.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation and provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination, then the Company shall pay also provide the Executive: Executive the following benefits: (i) promptly following termination an amount equal to the product of (A) the amount of any cash bonus paid (or deferred) pursuant to the Company’s Employee Incentive Plan for Executive Personnel plus the amount of any other cash bonus paid to the Executive for the last full fiscal year ending during the Executive’s employment and in all events within thirty (30B) days thereofa fraction, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), numerator of which (a) is the first severance payment shall be made Executive’s number of days of employment in the fiscal year ending on the date that is six (6) months from the date of termination and in an amount equal six the denominator is 365; (6ii) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation annual Base Salary at the rate in effect at on the time date of such termination (i.e., 1/12th of the Base Salary), plus termination; and (iii) promptly following termination any amounts previously deferred by the Executive and in all events within thirty (30) days thereof, any unpaid portion not previously paid. Any obligation of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its to the Executive hereunder, other than for Final Compensation, is conditioned, however, on the Executive signing of a timely and effective release of claims in the form attached to this Agreement as Exhibit A (the “Employee Release”) after the termination of his employment, and delivering it to the Company within three days following his signature. Any such payments due hereunder shall be due and payable on the Company’s next regular payday for executives bonuses generallythat is at least five business days following the effective date of the Release of Claims, but no later than two and one half ten (2 1/210) months after the end business days. The Release of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated Claims required for separation benefits in accordance with Section 4.2).” 9. Effectively immediately, 5(d) or Section 5(e) creates legally binding obligations on the third sentence part of Section 5.5 is hereby amended by deleting said sentence in its entirety the Executive and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay and its Affiliates therefore advise the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through Executive to seek the date advice of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)attorney before signing it.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid on a bi-weekly basis in six (6) monthly accordance with the Company’s standard payroll processes and schedule in payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly bi-weekly payment in an amount equal to the Executive’s monthly bi-weekly base compensation in effect at the time of such termination (i.e., 1/12th 1/26th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/21⁄2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:Agreement

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination and provided that the Executive satisfies the conditions set forth in Section 4(g)(i) and as otherwise provided herein, then, in addition to Final Compensation, the Executive, as compensation for her satisfying those conditions, shall be entitled to earn the following (in the aggregate, “ Post-Employment Compensation”): (i) The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, paid at the time annual bonuses for that year are paid to Company executives generally under its executive incentive plan, but no later than March 15th of the year following the Termination Year, and only if the Executive has signed and not revoked a Release of Claims within the Claims Release Period. (ii) The Company will pay the Executive compensation monthly, at the rate of one-twelfth of the Base Salary in effect for the Termination Year, for each consecutive month (up to six (6) months) immediately following the Date of Termination that the Executive satisfies in full all of the conditions set forth in Section 4(g) hereof. Should the Executive cease to satisfy in full any of the conditions set forth in Section 4(g) hereof at any time during the six-month period immediately following the Date of Termination, the Company will not make any further payment to the Executive under this paragraph (ii). Such monthly payments shall commence on the next regular Company payday that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Person designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(g) below, spans two taxable years, the payments shall commence in the second taxable year). (iii) If the Executive satisfies the Release of Claims requirement in Section 4(g)(i), then the Company will pay the Executive: full premium cost of health and dental plan coverage for Executive and her qualified beneficiaries until the earliest to occur of (iA) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date the Executive elects to cease meeting the conditions set forth in Section 4(g) hereof, (B) the expiration of terminationsix (6) months following the Date of Termination, plus (iiC) severance the date the Executive becomes eligible for participation in health and dental plans of another employer or (D) the date the Executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that, in order to be eligible for the Company’s payments hereunder, the Executive and each of her qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (iv) 50% of Executive’s outstanding unvested equity awards shall vest and, if the awards require exercise, be exercisable for a period to end of three (3) months following termination of employment, and 50% of the remaining undelivered shares shall be delivered for such awards that are of stock units, including RSUs. Notwithstanding the foregoing, in the event termination of Executive’s employment is within twelve (12) months after following a Change of Control and awards are assumed or substituted for with equivalent awards by the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time successor corporation or a parent or subsidiary of such termination and (b) the balance successor corporation, then, all of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at outstanding unvested equity awards shall vest and, if the time of such termination (i.e.awards require exercise, 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation be exercisable for a period of six months , plus three (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/23) months after the end following termination of employment, and all of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof remaining undelivered shares shall be made promptly following termination and in all events within thirty (30) days thereofdelivered for such awards that are of stock units, including RSUs.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively Effective immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months months, plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder and this Agreement other than for Cause at any time upon notice to during the Executiveterm hereof. In the event of such termination, the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Executive will receive Base Salary and vacation (but with respect to vacation only as provided for under existing Company practice and policy) earned but by unpaid through the date termination date. In addition, in the event of such termination, plus and provided the Executive executes a release of claims (iithe “Release”) severance payments for a period releasing the Company, and its subsidiaries, affiliates and successors, from claims relating to end twelve (12) months after his employment and termination thereof effective as of the termination date (“Severance Term”)date, of which the Executive will be eligible for the following severance payments: (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an An amount equal to the Executive’s monthly base compensation aggregate Base Salary (as set forth in effect at Section 4.1 above) to which he would have been entitled had he continued being employed hereunder for the time of such period beginning on the day following the termination (i.e., 1/12th date and ending on the final day of the term of this Agreement as set forth in Section 2 above, with such payments being made on the Company’s normal payroll schedule and commencing on the payroll date next following the effective date of the Release; provided however that in the event Executive secures a position with another entity that results in full-time employment (or the economic equivalent thereof) during the period described above, then the maximum number of months of Base SalarySalary to which he will be entitled shall be decreased to be equal to the number of full and partial months (pro-rated for partial months) between the termination date and the date on which he commences such position (the period during which Executive is receiving benefits under this subsection is referred to as the “Severance Period”), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, he will be entitled an additional amount equal to that portion three (3) months of any Bonus earned but unpaid during the fiscal year of such termination Executive’s Base Salary (prorated as set forth in Section 4.1 above) (paid in accordance with Section 4.2the Company’s normal payroll schedule).”; 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (xb) promptly following termination and in all events within thirty (30) days thereof, Base Salary any earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th portion of the Base Salary) and thereafterannual bonus, monthly severance payments, each equal subject to the Executive’s monthly base compensation for a period of six months , plus (z) at terms and conditions relating to such bonus payment as set forth in Section 4.2 or as otherwise provided by the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end Compensation Committee of the fiscal year in which Board; and (c) reimbursement of his COBRA payments for the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)Severance Period.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to any Final Compensation due to the Executive, the Company shall pay the Executive: will (i) promptly pay the Executive a severance amount representing two (2) times the Executive’s Base Salary, plus two (2) times the average of the annual bonus earned by the Executive in the two (2) complete fiscal years preceding the date of termination; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(e) for a period of two (2) years following the date of the termination and of employment, subject to the terms of the applicable plan (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in all events Section 5(a)(iv)) in a lump sum within thirty (30) days thereof, Base Salary earned but unpaid through following the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“of employment. Any obligation of the Company to provide the Severance Term”)Benefits in excess of statutory minimums is conditioned, of which (a) the first severance payment shall be made however, on the date Executive signing (in such a manner that is six will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (610) months from days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and in an amount equal six (6) times on the Executives monthly base compensation in effect Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be payable, at the time of such termination and (b) the balance discretion of the severance Executive, in a lump sum within fifteen (15) business days that follows the date on which the Company receives the Executive’s signed Release of Claims, or in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect Executive at the same time of such termination (i.e., 1/12th that annual bonuses for the applicable fiscal year are paid to senior executives of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated generally in accordance with Section 4.24(b).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to Final Compensation, (i) the Company shall pay the Executive: Executive a Pro-Rated Annual Bonus for the fiscal year in which termination occurs, payable at the time annual bonuses are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (i10th) promptly business day following the later of the effective date of the Release or the date it is received by the Chair of the Board on behalf of the Company; (ii) the Company shall provide the Executive severance pay equal to twelve (12) months’ Base Salary, payable in monthly installments and without offset for other earnings; (iii) subject to the exercise by the Executive and his eligible beneficiaries of their rights under the federal law known as COBRA to continue participation in the Company’s group health and dental plans following termination of his employment hereunder, the Company shall pay the premium cost of such health and dental plan participation until the soonest to occur of (A) the expiration of twelve (12) months following the date of termination; (B) the date the Executive becomes eligible to enroll in all events within thirty the health plan of a new employer or (30C) days thereofthe date the Executive ceases to be eligible for continued participation under COBRA; (iv) the Company shall continue, Base Salary earned but unpaid through and shall pay the premium cost of, the Executive’s participation in its group life insurance plan for the period of twelve (12) months following the date of termination or, if coverage is unavailable to Executive and provided that he is insurable at normal rates, the Company, for twelve (12) months following the date of termination, plus shall pay the premium cost of term life insurance for the Executive with the same face amount as his coverage under the Company’s group life insurance plan at the time his employment terminated; (iiv) severance payments the Company shall continue to pay the Executive monthly, for a the period to end of twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on following the date of termination, an automobile allowance in the same amount that is six (6) months from he was receiving as of the date of termination and in an amount equal six and, during that twelve (612) times the Executives monthly base compensation in effect at the time month period will continue reimbursement of such termination normal operating costs and (bvi) the balance Company will pay the cost of outplacement services for the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is Executive for twelve (12) months from following termination or, if less, until the date Executive obtains other employment. Any obligation of termination, each such monthly payment in an amount equal the Company to the Executive’s monthly base compensation in effect at Executive hereunder, other than for Final Compensation, is conditioned, however, upon the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination Executive signing and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two returning a timely and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)effective Release.” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination and provided that the Executive satisfies the conditions set forth in Section 4(g)(i) and as otherwise provided herein, then, in addition to Final Compensation, the Executive, as compensation for him satisfying those conditions, shall be entitled to earn the following (in the aggregate, “Post-Employment Compensation”): (i) The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, paid at the time annual bonuses for that year are paid to Company executives generally under its executive incentive plan, but no later than March 15th of the year following the Termination Year, and only if the Executive has signed and not revoked a Release of Claims within the Claims Release Period. (ii) The Company will pay the Executive compensation monthly, at the rate of one-twelfth of the Base Salary in effect for the Termination Year, for each consecutive month (up to six (6) months) immediately following the Date of Termination that the Executive satisfies in full all of the conditions set forth in Section 4(g) hereof. Should the Executive cease to satisfy in full any of the conditions set forth in Section 4(g) hereof at any time during the six-month period immediately following the Date of Termination, the Company will not make any further payment to the Executive under this paragraph (ii). Such monthly payments shall commence on the next regular Company payday that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Person designated by the Company to receive notices on its behalf in accordance with Section 17 hereof (provided, however, that if the Claims Release Period, as defined in Section 4(g) below, spans two taxable years, the payments shall commence in the second taxable year). (iii) If the Executive satisfies the Release of Claims requirement in Section 4(g)(i), then the Company will pay the Executive: full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries until the earliest to occur of (iA) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of terminationthe Executive elects to cease meeting the conditions set forth in Section 4(g) hereof, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (aB) the first severance payment shall be made on the date that is expiration of six (6) months from following the Date of Termination, (C) the date the Executive becomes eligible for participation in health and dental plans of termination and in an amount equal six another employer or (6) times the Executives monthly base compensation in effect at the time of such termination and (bD) the balance of date the severance shall Executive ceases to be paid eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that, in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal order to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus be eligible for the fiscal year preceding Company’s payments hereunder, the year Executive and each of his qualified beneficiaries must elect in which such termination occurs that was earned but has not been paid, plus a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (iv) at the times the Company pays its executives bonuses generally, but no later than two 50% of Executive’s outstanding unvested equity awards shall vest and one half (2 1/2) months after the end 50% of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof remaining undelivered shares shall be made promptly following termination and in all events within thirty (30) days thereofdelivered for such awards that are of stock units, including RSUs.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination and provided that the Executive satisfies in full all of the conditions set forth in Section 5(g) hereof, then, in addition to Final Compensation, the Executive, as compensation for his satisfying those conditions, shall be entitled to the following: (i) The Company shall pay the Executive: Executive compensation through March 31, 2016, at the rate of one-twelfth of the Base Salary per month, commencing within seventy-four (i) promptly following termination and in all events within thirty (3074) days thereofof the Date of Termination (subject to Section 5(g)(i) hereof), Base Salary earned but unpaid through with the date first payment being retroactive to the day immediately following the Date of termination, plus Termination. (ii) severance payments for a period The Company shall pay to end twelve (12) months after the termination Executive, on its next regular payroll date (“Severance Term”)following each March 1 through March 31, of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination2016, each such monthly payment in an amount equal to the Executive’s monthly base compensation his most recent target annual bonus in effect at prior to the time Date of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, Termination; provided that any unpaid portion of any Bonus bonus payable hereunder for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earnedDate of Termination occurs shall be paid at the time set forth in Section 4(b) hereof, an amount equal to that portion but in no event later than two and one-half months following the close of any Bonus earned but unpaid during the fiscal year for which the bonus was earned or as soon as administratively practicable thereafter, within the meaning of such Section 409A . (iii) The Company shall pay the full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries on a taxable basis until the earliest to occur of (A) the expiration of eighteen (18) months following the Date of Termination, (B) the date the Executive becomes eligible for participation in health and dental plans of another employer or (C) the date the Executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that, in order to be eligible for the Company’s payments hereunder, the Executive and each of his qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. In the event that the maximum continuation coverage under an employer’s health and dental plans provided under COBRA as a result of the qualifying event of voluntary or involuntary termination of employment for reasons other than gross misconduct is increased beyond eighteen (prorated 18) months, then the number of months set forth under clause (A) hereof shall be increased to the maximum continuation coverage provided under COBRA, to a maximum of twenty-four (24) months. (iv) The Executive may put his vested Units to the Parent at seventy-five percent (75%) of Fair Market Value (as defined in the Unit Certificate), provided he does so within one hundred and twenty (120) days following the date of termination. Payment by the Parent may be by cash or promissory note in accordance with those provisions governing the purchase and sale of management Units contained in the LLC Agreement (or any successor corporate governance document). Any equity in the Parent held by the Executive on the Date of Termination shall otherwise be governed by the terms of the LLC Agreement, the applicable equity incentive plan and any applicable unit certification, agreements and other requirements. (v) The Company shall pay to the Executive any Housing Allowance due to him in accordance with Section 4.2)4(a)(ii) hereof.” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereofthereof (or at such earlier time as may be required by applicable law), any Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve eighteen (1218) months after the termination date (the “Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal to six (6) times the Executives Executive’s monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six accordance with the Company’s then current payroll practices (6currently biweekly payments) monthly payments beginning on over the date that is seven next twelve (712) months from the date of termination and continuing through the date that is twelve eighteen (1218) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation Base Salary in effect at the time of such termination dependent on payroll practices of the Company (i.e., 1/12th of the Base Salary, 1/24th of the Base Salary, 1/26th of Base Salary, etc.), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/21⁄2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, plus (v) vested, outstanding equity grants under the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination Stock Plan, in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination terms thereof and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)applicable award agreements.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereofthereof (or at such earlier time as may be required by applicable law), any Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve twenty-four (1224) months after the termination date (the “Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives Executive’s monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six accordance with the Company’s then current payroll practices (6currently biweekly payments) monthly payments beginning on over the date that is seven next eighteen (718) months from the date of termination and continuing through the date that is twelve twenty-four (1224) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation Base Salary in effect at the time of such termination dependent on payroll practices of the Company (i.e., 1/12th of the Base Salary, 1/24th of the Base Salary, 1/26th of Base Salary, etc.), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/21⁄2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, plus (v) vested, outstanding equity grants under the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination Stock Plan, in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination terms thereof and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)applicable award agreements.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s Employee's employment hereunder other than for Cause at any time upon notice to the ExecutiveEmployee under this subsection d or under subsection g below, whichever is applicable. In the event of such terminationtermination prior to, or more than two years following, a Change of Control and provided that the Employee executes the release of claims attached hereto and marked "A" (the "Employee Release") within twenty-one (21) days of his receipt of notice of termination of employment and does not timely revoke the Employee Release, the Company Company: i. shall pay the Executive: Employee severance pay in an amount equal to eighteen (i18) promptly following termination and months' Base Salary at the rate in all events effect on the date of termination, which the Employee may elect to receive (A) in a single lump sum, payable within thirty (30) days thereof, Base Salary earned but unpaid through following the effective date of termination, plus the Employee Release or (iiB) severance payments for a period to end twelve (12) months after as salary continuation payable at the termination date (“Severance Term”), of which (a) the first severance payment shall be made Company's regular payroll periods and in accordance with its regular payroll practices commencing on the next regular payday immediately following the effective date that is six (6) months from of the Employee Release, but retroactive to the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect and, ii. at the time Employee's election, (A) shall continue to pay, for the period of such eighteen (18) months following termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on Employee's employment or, if earlier, until the date the Employee is covered under another employer's health plan that is seven comparable to that of the Company (7the "Post-Employment Health Coverage Period"), that share of the premium cost of Employee's participation and that of his eligible dependents in the Company's group health plan as it pays for active employees of the Company and their eligible dependents generally OR (B) months from shall pay the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly Employee a single lump sum payment in an amount equal to the Executive’s monthly base compensation in effect at amount that the time Company would have expended if participation had been elected and continued for a period of such termination eighteen (i.e.18) months, 1/12th of the Base Salary), plus (iii) promptly following termination and in all events which lump sum shall be payable within thirty (30) days thereoffollowing the effective date of the Employee Release, and the Employee and his eligible dependents may exercise any unpaid portion rights they have under Sections 601-607 of ERISA and Section 4980B of the Internal Revenue Code (collectively referred to as "COBRA") to continue participation in the group health plan at their cost, effective as of the date the Employee's employment terminates. Should the Employee elect option (A) above, the period of any Bonus for continued health coverage to which the fiscal year preceding Employee and his eligible dependents may be entitled COBRA as a result of the year in which such Employee's termination occurs that was earned but has not been paid, plus (iv) of employment will commence at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the above-defined Post-Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:Health

By the Company Other than for Cause. The Company may terminate the ExecutiveEmployee’s employment hereunder other than for Cause at any time upon notice to the Executivetime. In the event of such termination, the Company shall be obligated to pay the Executive: Employee the Final Compensation within the time period required by applicable law (i) promptly following termination and in all events within thirty sixty (3060) days thereof, Base Salary earned but unpaid through following the date of termination) and the Final Bonus payable at the time bonuses are payable to executives of the Company generally. In addition, plus provided that the conditions set forth in this Section 5(d) are met, if the Company terminates the Employee’s employment other than for Cause, the Company shall pay the Employee an aggregate amount, less all lawful withholdings and deductions, equal to eighteen (ii18) severance payments for a period to end months of the Employee’s base salary (“Severance”) and, if such termination of employment occurs within the twelve (12) months after month period following the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earnedEffective Date, an amount equal to $700,000 (the “Supplemental Severance”). The payment of Severance and the Supplemental Severance, if any, is subject to the following conditions: (i) the Employee shall not be entitled to any Severance or Supplemental Severance under this Section 5(d) if termination of the Employee is due to the death or disability of the Employee; (ii) any obligation of the Company to provide the Employee any Severance or, if applicable, Supplemental Severance is conditioned on the Employee signing and delivering to the Company an effective release of claims within twenty-one (21) calendar days, or such other period as the Company may provide, after the Company has given the Employee the written form of the release requested; (iii) if benefits are payable to the Employee under a separate severance agreement or an executive severance plan as a result of such termination, the amount payable under such agreement or plan shall be offset against the amount of the Severance under this Section 5(d), provided that portion such offset would not an impermissible change in the time or form of any Bonus earned but unpaid during payments subject to Section 409A of the fiscal year Internal Revenue Code of such termination 1986, as amended (prorated the “Code”); and (iv) if the Employee violates any of the covenants in accordance with Section 4.2).” 9. Effectively immediately7 of this Agreement, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall have no obligation to pay the Executive: Employee any outstanding Severance or the Supplemental Severance. The Severance and the Supplemental Severance will be payable in equal installments over eighteen (x18) promptly months on the Company’s ordinary payroll days, beginning on the first payroll date following termination and in all events within thirty the sixtieth (3060th) days thereof, Base Salary earned but unpaid through day after the date of Employee’s termination, plus (y) six months after provided that the termination date, an amount equal to six times Employee has timely executed and returned the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal Release to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of by such termination (prorated in accordance with Section 4.2)date.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay in addition to any Final Compensation due to the Executive: , the Executive will be entitled to the following (the “Severance Benefits”): (i) promptly the Company will pay the Executive severance pay, at the same rate as the Base Salary, for twelve (12) months following the date of termination of his employment (the “Severance Period”); (ii) during the Severance Period, provided the Executive elects and remains eligible for COBRA (or mini-COBRA), the Company will pay the Executive a monthly taxable amount equal to the portion of the Executive’s health insurance premiums that the Company paid immediately prior to the date of termination (the “Monthly Contribution”); and (iii) if such termination occurs concurrent with or within twelve (12) months following, or in connection with but within the three (3) months prior to, a Change of Control, the Company will pay the Executive an amount equal to his then current Target Bonus, payable in substantially equal monthly installments during the Severance Period. Other than business expenses described in Section 5(a) (iii), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days thereoffollowing the date of termination of employment. Any obligation of the Company to provide the Severance Benefits is conditioned, Base Salary earned but unpaid through however, on the Executive signing and returning to the Company (without revoking) a timely and effective general release of claims in the form (which shall be provided by the Company within seven (7) days following the date of termination, plus (iiwhich shall exclude nonwaivable claims and the Executive’s rights to Final Compensation and which shall not require the Executive to agree to post-employment obligations not specifically set forth in this Agreement) severance payments for a period to end twelve (12) months after by the termination date (“Severance Term”)deadline specified therein, all of which (aincluding the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the first severance payment shall be made on the date that is six sixtieth (660th) months from calendar day following the date of termination (any such separation agreement submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance in an amount equal six (6material respects with the obligations of the Executive to the Company and its Affiliates that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) times below, all Severance Benefits to which the Executives monthly base compensation Executive is entitled hereunder shall be payable in effect at accordance with the normal payroll practices of the Company, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable on the Company’s next regular payday for executives that follows the effective date of the Release of Claims. Notwithstanding the foregoing, if the time period to consider, return and revoke the Release of such termination and (b) the balance Claims covers two of the severance Executive’s taxable years, any portion of the Severance Benefits that constitutes deferred compensation subject to Section 409A (as defined below) shall in all events be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date later taxable year. The Release of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus Claims required for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination Severance Benefits in accordance with this Section 5.5, then 5(d) creates legally binding obligations on the part of the Executive and the Company shall pay therefore advises the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through Executive to seek the date advice of termination, plus (y) six months after an attorney before signing the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time Release of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)Claims.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination and provided that the Executive satisfies the conditions set forth in Section 4(g) hereof, then, in addition to Final Compensation, the Company Executive, as compensation for him or her satisfying those conditions, shall pay be entitled to earn the Executive: following (in the aggregate, “Post-Employment Compensation”): (i) promptly The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, payable at the time annual bonuses for that year are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the later of the effective date of the Release of Claims or the date the Release of terminationClaims, plus signed by the Executive, is received on behalf of the Company by such other person as has been designated by the Company to receive notices on its behalf in accordance with Section 17 hereof. (ii) severance payments The Company will pay the Executive compensation monthly, at the rate of one-twelfth of the Base Salary, for a that period immediately following the Date of Termination that the Executive elects to end twelve (12continue to meet the conditions set forth in Section 4(g) months after the termination date (“Severance Term”)hereof, of which (a) the first severance payment shall be made on the date that is not to exceed six (6) months from of compensation. Such monthly payments shall commence on the next regular Company payday for its executives that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of termination Claims, signed by the Executive, is received by the person designated by the Company to receive notices on its behalf in accordance with Section 17 hereof, but with the first payment being retroactive to the day immediately following the Date of Termination. (iii) The Company will pay the full premium cost of health and dental plan coverage for Executive and their qualified beneficiaries until the earliest to occur of (A) the date the Executive elects to cease meeting the conditions set forth in an amount equal Section 4(g) hereof, (B) the expiration of six (6) times months following the Executives monthly base compensation in effect at the time Date of such termination and Termination, (bC) the balance date the Executive becomes eligible for participation in health and dental plans of the severance shall be paid in six another employer or (6C) monthly payments beginning on the date that is seven (7) months from the date of termination Executive ceases to be eligible for participation under the Company’s health and continuing through the date that is twelve (12) months from the date of terminationdental plans under COBRA; provided, each such monthly payment however, that, in an amount equal order to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus be eligible for the fiscal year preceding Company’s payments hereunder, the year Executive and each of their qualified beneficiaries must elect in which such termination occurs that was earned but has not been paid, plus a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end 25% of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) outstanding unvested options shall vest and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation be exercisable for a period of six months , plus one year (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2365 days).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:]

By the Company Other than for Cause. i. The Company may terminate the Executive’s 's employment hereunder under this Agreement at any time without cause upon thirty (30) days prior written notice to the Executive or upon payment of one month's Base Salary in lieu of such notice if the Company elects to accelerate the Executive's departure date. Such a termination of the Executive by the Company is sometimes hereafter referred to as a termination for "other than for Cause at any time upon notice cause". For the purposes hereof, a substantial adverse diminution in duties will be deemed to the Executivebe a termination for other than for cause. In the event of such terminationevent, the Company shall pay the Executive: (i) promptly following termination and Executive severance compensation as described in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus Section 6.d (ii) severance payments for a period below. Notwithstanding the foregoing in no event will an exercise by the Company of their election to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is terminate this Agreement by at least six (6) months from prior written notice be deemed to be a termination of the Agreement for other than for cause or entitle the Executive to any severance pay. ii. In the event the Company exercises its right to terminate the Executive for other than cause under Section 6.d(i) or in the event of a termination of the employment of the Executive pursuant to the provisions of Section 6.e below, pursuant to a Change of Control, as hereafter defined, subject to the requirements of Section 6.f, the Company will make a severance payment equal to a certain percentage of the Base Salary, which in no event shall exceed one hundred (100%) percent of the annual Base Salary, which percentage will increase to one hundred (100%) percent of Base Salary after May 31, 2003. If the date of termination occurs within the period commencing June 1, 2001 and in an amount ending on November 30, 2001, the Executive will receive a severance payment equal to six (6) times months of Base Salary. If the Executives monthly base compensation in effect at date of termination occurs after November 30, 2001, then the time of such termination and (b) the balance of the severance shall Executive will be paid in a severance payment equal to six (6) monthly payments beginning on months of Base Salary plus 1/3 of a month of Base Salary for each month of employment for the date next eighteen (18) month period commencing December 1, 2001, so that is seven the Executive will be entitled to a severance payment of one hundred (7100%) months from percent of Base Salary if the date of termination and continuing through occurs at any time after May 31, 2003. For example, if the date that is twelve of termination occurs on September 1, 2002, the Executive will be entitled to a severance payment equal to nine (129) months from of Base Salary (6 months of Base Salary plus 1/3 month of Base Salary for each month employed after November of 2001 = nine (9) months of Base Salary for severance payment). All severance payments will be made in accordance with the payroll practices of the Company and will be paid over the appropriate period after the date of termination. For example, each such monthly if the Executive was entitled to a severance payment in an amount equal to the Executive’s monthly base compensation in effect at the time nine (9) months of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated severance payment will be paid in accordance with Section 4.2).” 9. Effectively immediately, the third sentence payroll practices of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay over the Executive: nine (x9) promptly month period following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon sixty (60) days’ prior written notice to the Executive. In the event of such termination, in addition to Final Compensation, which shall be payable immediately upon termination, the Company shall make a lump sum cash payment sixty (60) days following such termination to the Executive equal to three (3) times the average annual base salary and regular performance-based cash bonus (i.e., including only bonus payment amounts under Section 4(c); and specifically excluding any stay pay, retention, transaction or other special bonuses) paid or payable to the Executive during the three years preceding the date of such termination (including salary and such regular bonus paid under the STI for periods prior to March 1, 2006 if termination occurs before March 1, 2009). In addition: (i) for the three years following the date of termination, the Executive shall continue to participate in the Employee Benefit Plans, at the Company’s expense, provided that, if the Executive is unable to participate in any such plan by its terms, the Company shall pay the Executive the amount needed to provide such coverage or its equivalent under an alternative arrangement of the Executive: (i’s choice; provided, however, that any reimbursements or in-kind benefits provided under this Section 5(d)(i) promptly following termination and that would constitute nonqualified deferred compensation subject to Section 409A shall be subject to the rules described in all events within thirty (30Section 4(k) days thereof, Base Salary earned but unpaid through the date of termination, plus above; (ii) severance payments for the Company shall pay the Executive a period to end twelve (12) months after lump sum cash payment between January 1 and March 15 of the termination date (“Severance Term”), of which (a) year following the first severance payment shall be made on the date that is six (6) months from the date year of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time excess, if any, of such termination (i.e., 1/12th of the Base Salary), plus (iiia) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion a pro rata share of any Bonus bonus due under Section 4(c) based on actual performance for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during termination occurs (determined by pro-rating the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation bonus for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earnedtermination occurs through the date of termination) over (b) the amount otherwise payable under Section 6 below; (iii) the treatment of Tranche 1, an amount equal Tranche 2 and Tranche 3 Shares held by the Executive shall be governed by the terms of the Company’s Restricted Stock Plan and Executive’s Restricted Stock Agreement thereunder, except that to that portion the extent the following terms are more favorable to the Executive, the following terms shall apply in the case of termination under this Section 5(d) or Section 5(e) below: (1) Executive will be fully vested in (x) the Purchased Restricted Stock and (y) all Tranche 1 Shares; (2) all Tranche 3 Shares shall become eligible to vest (subject to meeting the Investor IRR hurdles described in such agreement) and shall remain eligible to vest until the later of (x) the second anniversary of the Executive’s termination and (y) March 1, 2011, at which time any Bonus earned but unpaid during unvested Tranche 3 Shares shall be automatically forfeited; (3) the fiscal year Executive may elect within 30 days of such termination with respect to the unvested Tranche 2 Shares to either (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 x) vest a sufficient number of Tranche 2 Shares such that the total number of vested Tranche 2 Shares (including any previously vested Tranche 2 Shares) is equal to the average of the Employment Agreement EBITDA Vesting Percentages actually determined for any previous year(s) in the Performance Period multiplied by the total number of Tranche 2 Shares, following which no further Tranche 2 Shares shall vest or (y) not accelerate any portion of the Tranche 2 Shares but (notwithstanding anything to the contrary in the Restricted Stock Award) continue to hold the Tranche 2 Shares subject to the vesting and forfeiture requirements through November 30, 2010; and (4) the Executive shall have the put rights described in Section 11 with respect to all Vested Shares. Upon the payment of such benefits, the Company shall have no further obligation to the Executive. Any benefits payable hereunder will be reduced by any benefits payable to the Executive under any separate severance agreement as a result of the Executive’s termination. Any obligation of the Company to the Executive hereunder is hereby amended by inserting conditioned, however, upon the following sentence at Executive signing (and not revoking) and returning to the end Company a separation agreement, which shall include a timely and effective release of said Section: “claims, in the form mutually satisfactory to the Company and the Executive. The payments made and benefits under subsections (i) and (iii) hereof this Section 5(d), excluding the payment of Final Compensation, shall be made promptly following termination conditioned upon and subject to the Executive’s entering into a separation agreement with the Company that has been in all events within thirty effect for at least fourteen (3014) days thereofprior to the date of such payment or provision of benefits.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination and provided that the Executive satisfies the conditions set forth in Section 4(g) hereof, then, in addition to Final Compensation, the Company Executive, as compensation for his satisfying those conditions, shall pay be entitled to earn the Executive: following (in the aggregate, “Post-Employment Compensation”): (i) promptly The Company will pay the Executive a Final Pro-Rated Bonus for the Termination Year, payable at the time annual bonuses for that year are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the later of the effective date of the Release of Claims or the date the Release of terminationClaims, plus signed by the Executive, is received on behalf of the Company by such other person as has been designated by the Company to receive notices on its behalf in accordance with Section 17 hereof. (ii) severance payments The Company will pay the Executive compensation monthly, at the rate of one-twelfth of the Base Salary, for that period immediately following the Date of Termination that the Executive elects to continue to meet the conditions set forth in Section 4(g) hereof, for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from of compensation. Such monthly payments shall commence on the next regular Company payday for its executives that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of termination Claims, signed by the Executive, is received by the person designated by the Company to receive notices on its behalf in accordance with Section 17 hereof, but with the first payment being retroactive to the day immediately following the Date of Termination. (iii) The Company will pay the full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries until the earliest to occur of (A) the date the Executive elects to cease meeting the conditions set forth in an amount equal Section 4(g) hereof, (B) the expiration of six (6) times months following the Executives monthly base compensation in effect at the time Date of such termination and Termination, (bC) the balance date the Executive becomes eligible for participation in health and dental plans of the severance shall be paid in six another employer or (6C) monthly payments beginning on the date that is seven (7) months from the date of termination Executive ceases to be eligible for participation under the Company’s health and continuing through the date that is twelve (12) months from the date of terminationdental plans under COBRA; provided, each such monthly payment however, that, in an amount equal order to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus be eligible for the fiscal year preceding Company’s payments hereunder, the year Executive and each of his qualified beneficiaries must elect in which such termination occurs that was earned but has not been paid, plus a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end All of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) outstanding unvested options shall vest and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation be exercisable for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)90 days.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. (i) The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In . (ii) Except in connection with a termination by the Company of the Executive other than for Cause pursuant to Section 5(g) herein, in the event of a termination by the Company of the Executive other than for Cause within the first twelve (12) months of employment, in addition to Final Compensation which shall be paid within ninety (90) days of such termination, and provided that no benefits are payable to the Executive under a separate severance agreement or plan as a result of such termination: (A) the Company shall pay the Executive: Executive salary continuation in the gross amount of eighteen (i18) promptly following termination and in all events within thirty (30) days thereof, months of Base Salary earned but unpaid through at the rate in effect on the date of termination, plus (iiB) severance payments the Company shall pay the Executive a pro-rated portion of his annual STIP Bonus, in an amount to be determined following the year in which the STIP Bonus would have been earned but for the termination, and will do so at the time and in accordance with the terms set forth in the STIP, and (C) if the Executive elects to continue his participation in the Company’s health and dental insurance plans under COBRA the Company shall continue to pay the monthly premium cost of the Executive’s (and the Executive’s “qualified beneficiaries” within the meaning of Section 4980B(g)(1)(A) of the Code) participation in the Company’s group medical and dental plans until the conclusion of a period of eighteen (18) months following the date of termination, provided that the Executive is entitled to end continue such participation under applicable law and plan terms. (iii) Except in connection with a termination by the Company of the Executive other than for Cause pursuant to Section 5(g) herein, in the event of a termination by the Company of the Executive other than for Cause after the first twelve (12) months of employment, in addition to Final Compensation which shall be paid within ninety (90) days of such termination, and provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination: (A) the Company shall pay the Executive salary continuation in the gross amount of twelve (12) months of Base Salary at the rate in effect on the date of termination, (B) the Company shall pay the Executive a pro-rated portion of his annual STIP Bonus, in an amount to be determined following the year in which the STIP Bonus would have been earned but for the termination, and will do so at the time and in accordance with the terms set forth in the STIP, and (C) if the Executive elects to continue his participation in the Company’s health and dental insurance plans under COBRA, the Company shall continue to pay the monthly premium cost of the Executive’s (and the Executive’s “qualified beneficiaries” within the meaning of Section 4980B(g)(1)(A) of the Code) participation in the Company’s group medical and dental plans until the conclusion of a period of twelve (12) months following the date of termination, provided that the Executive is entitled to continue such participation under applicable law and plan terms. (iv) Any obligation of the Company to the Executive hereunder is conditioned, however, upon the Executive signing and returning to the Company a timely and effective release of claims in the form provided by the Company (the “Release of Claims”); provided, however, that such Release of Claims shall not release any rights of the Executive with respect to earned but unpaid Base Salary, bonuses, and benefits in accordance with the terms of Section 4 hereof, any rights to insurance or indemnification pursuant to the Company’s By-laws or applicable law, or any rights arising after the termination date (“Severance Term”of such Release of Claims. The Release of Claims required for separation benefits under Section 5(d), Section 5(e) or Section 5(g) hereof creates legally binding obligations on the part of the Executive, and the Company and its Affiliates therefore advise the Executive to seek the advice of an attorney before signing it. Except as otherwise expressly provided in this Section 5(d), payments to which (a) the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, and will be made or commenced at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Company, but the first severance payment shall be made on retroactive to the next business day following the date that of termination. The Company agrees to provide the Executive with the form of release within 30 days of the termination of the Executive’s employment, and the Executive agrees to execute and return the release to the Company within the time period required by law or 45 days from the date the Company provides the final form of release to Executive, whichever is earlier. (v) In connection with any termination pursuant to this Section 5(d), the Executive shall have the right to exercise any vested stock options or receive other equity rights for no less than six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to after the Executive’s monthly base compensation termination date. Except as otherwise expressly provided in effect at this Agreement, the time terms and conditions of such termination (i.e., 1/12th any vested stock options or other equity rights shall remain unchanged and shall be governed by the terms of the Base Salary), plus (iii) promptly following termination applicable equity rights plans and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)related agreements.” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the ExecutiveEmployee’s employment hereunder other than for Cause at any time upon notice to the Executivetime. In the event of such termination, the Company shall be obligated to pay the Executive: Employee the Final Compensation within the time period required by applicable law (i) promptly following termination and in all events within thirty sixty (3060) days thereof, Base Salary earned but unpaid through following the date of termination) and the Final Bonus payable at the time bonuses are payable to executives of the Company generally. In addition, plus provided that the conditions set forth in this Section 5(d) are met, if the Company terminates the Employee’s employment other than for Cause, the Company shall pay the Employee an aggregate amount, less all lawful withholdings and deductions, equal to eighteen (ii18) severance payments for a period to end months of the Employee’s base salary (“Severance”) and, if such termination of employment occurs within the twelve (12) months after month period following the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earnedEffective Date, an amount equal to $1,400,000 (the “Supplemental Severance”). The payment of Severance and the Supplemental Severance, if any, is subject to the following conditions: (i) the Employee shall not be entitled to any Severance or Supplemental Severance under this Section 5(d) if termination of the Employee is due to the death or disability of the Employee; (ii) any obligation of the Company to provide the Employee any Severance or, if applicable, Supplemental Severance is conditioned on the Employee signing and delivering to the Company an effective release of claims within twenty-one (21) calendar days, or such other period as the Company may provide, after the Company has given the Employee the written form of the release requested; (iii) if benefits are payable to the Employee under a separate severance agreement or an executive severance plan as a result of such termination, the amount payable under such agreement or plan shall be offset against the amount of the Severance under this Section 5(d), provided that portion such offset would not an impermissible change in the time or form of any Bonus earned but unpaid during payments subject to Section 409A of the fiscal year Internal Revenue Code of such termination 1986, as amended (prorated the “Code”); and (iv) if the Employee violates any of the covenants in accordance with Section 4.2).” 9. Effectively immediately7 of this Agreement, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall have no obligation to pay the Executive: Employee any outstanding Severance or the Supplemental Severance. The Severance and the Supplemental Severance will be payable in equal installments over eighteen (x18) promptly months on the Company’s ordinary payroll days, beginning on the first payroll date following termination and in all events within thirty the sixtieth (3060th) days thereof, Base Salary earned but unpaid through day after the date of Employee’s termination, plus (y) six months after provided that the termination date, an amount equal to six times Employee has timely executed and returned the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal Release to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of by such termination (prorated in accordance with Section 4.2)date.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s Employee's employment hereunder other than for Cause at any time upon notice to the ExecutiveEmployee under this subsection d or under subsection g below, whichever is applicable. In the event of such terminationtermination prior to, or more than two years following, a Change of Control and provided that the Employee executes the release of claims attached hereto and marked "A" (the "Employee Release") within twenty-one (21) days of his receipt of notice of termination of employment and does not timely revoke the Employee Release, the Company Company: i. shall pay the Executive: Employee severance pay in an amount equal to the sum of twelve (i12) promptly following months' base salary at the rate in effect on the date of termination and plus the amount of any performance bonus paid to the Employee in all events the calendar year immediately preceding that in which termination occurs, which the Employee may elect to receive (A) in a single lump sum, payable within thirty (30) days thereoffollowing the effective date of the Employee Release or (B) as salary continuation payable at the Company's regular payroll periods and in accordance with its regular payroll practices commencing on the next regular payday immediately following the effective date of the Employee Release, Base Salary earned but unpaid through retroactive to the date of terminationtermination and, ii. at the Employee's election, plus (iiA) severance payments shall continue to pay, for a the period to end of twelve (12) months after following termination of the termination Employee's employment or, if earlier, until the date the Employee is covered under another employer's health plan that is comparable to that of the Company (“Severance Term”the "Post-Employment Health Coverage Period"), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance share of the severance premium cost of Employee's participation and that of his eligible dependents in the Company's group health plan as it pays for active employees of the Company and their eligible dependents generally OR (B) shall be paid in six (6) monthly payments beginning on pay the date Employee a single lump sum payment equal to the amount that is seven (7) months from the date Company would have expended if participation had been elected and continued for a period of termination and continuing through the date that is twelve (12) months from the date of terminationmonths, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events which lump sum shall be payable within thirty (30) days thereof, any unpaid portion of any Bonus for following the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end effective date of the fiscal year in which Employee Release, and the Bonus is earned, an amount equal to that portion of Employee and his eligible dependents may exercise any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:rights they have

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment hereunder other than for Cause ("Other Than For Cause") at any time upon notice to the Executive, provided that the Board of Directors determines, after consultation with the Executive and after setting forth the reasons for the Board's actions, that retention of the Executive as the Chief Executive Officer would no longer be in the best interests of the Company. In the event of such termination during the first year of the Term (or, upon vote of two-thirds of the members of the Board, excluding the Executive, that a decision should not be made in the first year, then in the first 15 months of the Term), the Company shall continue to pay the Executive the Base Amount at the rate in effect on the date of termination for twenty-four months. In the event of such termination following the first year of the Term (or, upon vote of two-thirds of the members of the Board, excluding the Executive, that a decision should not be made in the first year, then following the first 15 months of the Term), the Company shall continue to pay the Executive the Base Amount at the rate in effect on the date of termination for twelve months. Subject to any employee contribution applicable to the Executive on the date of termination, the Company shall pay continue to contribute, for the period during which the Base Amount is continued hereunder, to the cost of the Executive's participation (including his family) in the Company's group medical and hospitalization insurance plans and group life insurance plan, provided that the Executive is entitled to continue such participation under applicable law and plan terms. Upon any such termination, unvested options shall become exercisable to the extent provided immediately below: If terminated in the first year, i.e. 1997 (or, upon vote of two-thirds of the members of the Board of Directors, excluding the Executive, that a decision should not be made in the first year, then in the first 15 months of the Term), 30,000 options if: (i) promptly following termination the Earnings per share of Class A and Class B Common Stock ("EPS") for 1997 shall have increased 5% or more over EPS for 1995; or (ii) the Consolidated Net Sales for 1997 have increased 12% or more over Consolidated Net Sales for 1996; or (iii) the Defined Per Share Fair Market Threshold of $16 (as defined in all events within thirty (30Section 4b(iii) days thereof, Base Salary earned but unpaid through has been satisfied by the date of terminationany such termination and options have accelerated with respect to such Threshold under Section 4b(iii). In the event that results for the year 1997 are not available because the year 1997 has not ended when the termination occurs, plus the above thresholds shall be determined on a proportional basis on the basis of the three months, six months or nine months results that are available. If terminated in the second year (or only commencing within the fourth month of the second year, upon vote of two-thirds of the members of the Board of Directors, excluding the Executive), 50% of the unvested options if (i) EPS for 1998 shall have increased 10% over EPS for 1997 and 15% over EPS for 1995; or (ii) severance payments the Consolidated Net Sales for a period to end twelve 1998 shall have increased 15% over 1997 (12) months after the termination date (“Severance Term”or, if higher, Consolidated Net Sales for 1996), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus ; or (iii) promptly following termination the Defined Per Share Fair Market Threshold of $23 (as defined in Section 4b(iii) has been satisfied in 1998 and options have accelerated with respect to such Threshold under Section 4b(iii). If terminated in all events within thirty the third year, i.e., 1999, 50% of the then unvested options if (30i) days thereofEPS for 1999 shall have increased 12% over EPS for 1998 (or, any unpaid portion if higher, EPS for 1997 or 1995); or (ii) the Consolidated Net Sales for 1999 shall have increased 15% over Consolidated Net Sales for 1998 (or, if higher, Consolidated Net Sales for 1997 or 1996); or (iii) the Defined Per Share Fair Market Value of any Bonus $27 (as defined in Section 4b(iii)) has been satisfied in 1999 and options have been accelerated with respect to such Threshold under Section 4b(iii). If terminated in the fourth year, or later, 50% of the then unvested options. All other unvested options shall terminate. Vested options (after giving effect to the above paragraphs) shall be exercisable for the fiscal following periods (but not beyond the stated termination date of the options) after any such termination, as provided immediately below: If terminated in the first year preceding (or upon vote of two-thirds of the members of the Board of Directors, excluding the Executive, in the first 15 months of the Term), for three months after termination. If terminated in the second year (or only commencing with the fourth month of the second year, upon vote of two-thirds of the members of the Board of Directors, excluding the Executive that a decision should not be made in which such termination occurs the first year) for nine months after termination. If terminated in the third year, for nine months after termination. If terminated in the fourth year, for 12 months after termination. If terminated in the fifth year, for 18 months after termination. If terminated thereafter, for 24 months after termination. In the event that was earned but has not been paidcertain provisions pertaining to the first year of his Term are extended to the first 15 months of the Term by 2/3 vote of the Board of Directors, plus (iv) at excluding the times Executive, the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after shall give the Executive certain notice of at least 30 days prior to the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)First Year.” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. (i) The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon written notice to the Executive. . (ii) In the event of such terminationthe Executive’s Separation from Service pursuant to this Section 5(d), in addition to Final Compensation, the Executive will be entitled to the following payments and benefits, provided that the Executive satisfies all conditions to such entitlement, including without limitation, continued compliance with the Restrictive Covenants and signing and returning to the Company shall pay a timely and effective Employee Release in accordance with subsection (iii) below: (A) Until the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date conclusion of termination, plus (ii) severance payments for a period to end of the twelve (12) months after following the termination date (“Severance Term”)Termination Date, of which (a) the first severance payment Company shall be made continue to pay the Executive the Base Salary at the rate in effect on the date that Termination Date, and, subject to any employee contribution applicable to the Executive on the Termination Date, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans at the same rate as is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance for active employees of the severance Company, provided that the Executive is entitled to continue such participation under applicable laws and plan terms. Executive shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base any annual bonus compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus awarded for the fiscal year immediately preceding the year in which such termination occurs that was earned of employment occurs, but has not been paid, plus (iv) unpaid on the Termination Date. Such bonus shall be payable in the year of the Termination Date at the times same time as bonuses are paid to Company executives generally; provided, however, that if paying such amount on the date on which bonuses are paid to Company pays its executives bonuses generallygenerally would result in an additional tax on the Executive or her estate under Section 409A, but then such bonus shall be payable no later than two and one half (2 1/2) months after the end June 15 of the fiscal year in of Termination Date. (iii) Any obligation of the Company to the Executive hereunder, other than for her Final Compensation, is conditioned, however, on the Executive’s timely and effective execution of the form of release included with this Agreement as Exhibit A, by the deadline specified therein (any such release submitted by such deadline, the “Employee Release”) and delivering it to the Company not later than the deadline specified therein, which shall not be later than the sixtieth (60th) calendar day following the date of her Separation from Service. Subject to Section 5(g) below, severance pay to which the Bonus Executive is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated entitled hereunder shall be payable in accordance with Section 4.2).” 9the normal payroll practices of the Company, with the first payment, which shall be retroactive to the day immediately following the Termination Date, being due and payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the Termination Date. Effectively immediately, the third sentence The Release of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination Claims required for separation benefits in accordance with this Section 5.5, then 5(d) or Section 5(e) creates legally binding obligations on the part of the Executive and the Company shall pay therefore advises the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through Executive to seek the date advice of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)attorney before signing it.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon written notice to the Executive. In the event of such termination, in addition to the Final Compensation, and provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination, the Company shall pay or provide, as applicable, the Executive: Executive with the following (together, the “Severance Payments and Benefits”): (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus Pro Rata Bonus; (ii) severance payments for a period an amount equal to end twelve two (122) months after times the termination date sum of (“Severance Term”)A) Base Salary, of which (a) at the first severance payment shall be made rate in effect on the date that is six (6) months from the date of termination and in an amount equal six of the Executive’s employment (6) times the Executives monthly base compensation in effect at the time of such termination and prior to any reduction constituting Good Reason), plus (bB) the balance of Target Bonus Amount for the severance shall be paid year in six which termination occurs (6the “Lump Sum Payment”); (iii) monthly payments beginning if the Executive is enrolled in the Company’s medical and dental plans on the date that is seven (7) months from the date of termination of his employment, and continuing through if he elects to continue his participation and that of his eligible dependents in those plans under the date that is twelve federal law known as “COBRA,” then for eighteen (1218) months from following the date of terminationtermination of the Executive’s employment or, if earlier, until the Executive becomes eligible for substantially equivalent (as to the extent of coverage and the cost to the Executive) coverage through a new employer, the Company will contribute 100% of the premium cost of his coverage and that of his eligible dependents under those plans, provided the Executive and his dependents remain eligible for such coverage under applicable law and plan terms; and (iv) the Company will continue to maintain the life insurance coverage that was in effect for the Executive on the date of termination of his employment, and will continue to reimburse the Executive for the premium cost of obtaining supplemental term life insurance coverage which premium cost shall not exceed Five Thousand Dollars ($5,000) annually, all in accordance with Section 4(e) hereof, for the period of eighteen (18) months following the termination of the Executive’s employment or, if earlier, until the Executive becomes eligible for substantially equivalent (as to the extent of coverage and the cost to the Executive) life insurance coverage through a new employer, provided such continued coverage is permitted by applicable law and plan terms. In the event any such continued coverage is not permitted by applicable law or plan terms, the Company shall, on or prior to the first business day of each such month, pay the Executive monthly payment payments in an amount equal to the premium payments that the Company would have made in respect of the Executive’s monthly base compensation in effect at current term life insurance coverage and the time premium cost for supplemental term life insurance coverage, had the Executive remained eligible for such coverage, for the period of such eighteen (18) months following the termination (i.e., 1/12th of the Base Salary)Executive’s employment or, plus if earlier, until the Executive becomes eligible for substantially equivalent life insurance coverage through a new employer. Any outstanding Stock-Based Awards, including but not limited to the LTIP #1, LTIP #2 and LTIP #3 Awards, shall be governed by the terms of the applicable plans and agreements. Any obligation of the Company to provide the Severance Payments and Benefits is conditioned on (iiiy) promptly following termination the Executive’s signing and in all events return of a timely and effective Employee Release and delivering it to the Company within thirty (30) calendar days thereofof the date his employment terminates, any unpaid portion of any and (z) complying with the Non-Disparagement Obligation. The Pro Rata Bonus for and the fiscal year preceding Lump Sum Payment to which the year Executive is entitled hereunder shall be payable in which such termination occurs that was earned but has not been paid, plus a single lump sum within (iv60) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months days after the end of date the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated Executive’s employment terminates. The Employee Release required for separation benefits in accordance with Section 4.2Sections 5(d).” 9. Effectively immediately, 5(e) or 5(g) creates legally binding obligations on the third sentence part of Section 5.5 is hereby amended by deleting said sentence in its entirety the Executive and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay and its Affiliates therefore advise the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through Executive to seek the date advice of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)attorney before signing it.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate In the event of any termination of Executive’s employment hereunder by the Company other than for Cause at any time upon notice to the Executive. In the event of such terminationas contemplated by Section 5(e), the Company shall pay the Executive: Executive (i) promptly following termination and in all events within thirty (30) days thereof, the Base Salary earned but unpaid through at the date of termination, plus (ii) severance payments rate in effect on the Termination Date for a period to end another twelve (12) months after the termination date (“Severance Term”)months, of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (bii) a one-time lump sum payment equal to the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th earned but unused vacation days as of the Base Salary)Termination Date, plus and (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus a bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal calendar year in which the Bonus Termination Date occurs on a pro-rata basis through the Termination Date to be determined in the sole discretion of the Compensation Committee; provided, however, that such bonus shall not be less than 37.5% nor more than 50% of the Base Salary of Executive through the Termination Date. Any obligation of the Company to the Executive pursuant to this Section 6(e) is earnedconditioned upon (i) the Executive signing a release of claims in the form appended hereto as Attachment A (the “Executive Release”) within twenty-one (21) days (or such greater period as the Company may specify) following the date notice of termination of employment is given under either Section 5(e) or Section 5(f) and upon the Executive’s not revoking the Executive Release in a timely manner thereafter and (ii) the Executive’s continued full performance of his continuing obligations under Sections 7, an amount equal 8 and/or 9 hereof. Base Salary to that portion of any Bonus earned but unpaid during which the fiscal year of such termination (prorated Executive is entitled under this Section 6(e) shall be payable in accordance with Section 4.2).” 9the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the effective date of the Executive Release, but shall be retroactive to the next business day following the Termination Date. Effectively immediately, the third sentence The lump-sum payment in respect of Section 5.5 is hereby amended accrued vacation required by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then 6(e) shall be due and payable five business days following the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the effective date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)Executive Release.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executivetime. In the event of such termination, then, in addition to Final Compensation, which shall be payable immediately upon termination, the Company shall pay to the Executive, an amount equal to eighteen (18) months of his Base Salary. Such payment shall be made in equal installments over the eighteen (18)-month period following such termination. In addition, the Company shall pay the Executive: (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in Executive an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th 100% of the Base Salary), plus (iiitarget bonus as defined under Section 4(b) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus this Agreement for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus divided in equal installments for the eighteen (iv) at 18)-month period following the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in date on which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during termination occurs. Upon the fiscal year payment of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediatelyamounts, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay have no further obligation to the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th . The obligation of the Base Salary) Company to make any payments under this Section 5(d), excluding the payment of Final Compensation, shall be conditioned upon and thereafter, monthly severance payments, each equal subject to the Executive’s monthly base compensation for entering into a period of six months separation and general release agreement, plus (z) at which shall include and expressly incorporate the times non-competition, non- solicitation, and confidentiality provisions herein, with the Company pays its executives bonuses generallyin the form provided by the Company that has been in effect for at least fourteen (14) days prior to the date of such payment, but no later than two and one half (2 1/2) months after on the end Executive's continued compliance with the obligations of the fiscal year in Executive to Holdings, the Company and its Affiliates that survive termination of his employment, including without limitation under Sections 6, 7 and 8 of this Agreement. Subject to Section 5(i) below, all severance pay to which the bonus Executive is earnedentitled hereunder shall be in the form of salary continuation, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated payable in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 the normal payroll practices of the Employment Agreement is hereby amended by inserting Company, with the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof first payment, which shall be made promptly retroactive to the day immediately following termination the date the Executive’s employment terminated, being due and in all events within thirty payable on the Company’s next regular payday for employees that follows the expiration of sixty (3060) calendar days thereoffrom the date the Executive’s employment terminates.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ prior written notice to the Executive. In If the event of such terminationCompany terminates the Executive’s employment other than for Cause after the Effective Date, then in addition to any Final Compensation due to the Executive, the Company shall pay the Executive: will (i) promptly pay to the Executive severance pay, at the same rate as the Base Salary, for a period of twelve (12) months following the date of termination of the Executive’s employment, (ii) pay to the Executive an amount equal to the Executive’s Target Bonus (clauses (i) and (ii), collectively, the “Severance Payments”) and (iii) continue to pay, on the Executive’s behalf, the premiums required to be paid for the Executive’s continued participation in the Company’s health care benefit plan, including existing spousal or family health care coverage, if selected, for a period of twelve (12) months following termination, unless the Executive becomes employed by another company and eligible for coverage under such company’s group health care plans, and in such instance, future payment for the health insurance premiums will cease (the “Healthcare Payments” and, collectively with the Severance Payments, the “Severance Benefits”). Other than business expenses described in Section 6(a)(iii), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days thereoffollowing the date of termination of employment. Any obligation of the Company to provide the Severance Benefits is conditioned, Base Salary earned but unpaid through however, on the Executive signing and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit B (the “Release of Claims”), all of which (including the lapse of the period for revoking the Release of Claims as specified in the Release of Claims) shall have occurred no later than the sixtieth (60th) day following the date of termination, plus and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates that survive termination of the Executive’s employment, including, without limitation, under Sections 8, 9 and 10 of this Agreement. Subject to Section 6(g) below, (iiA) severance payments the Severance Payments to which the Executive is entitled hereunder shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and (B) the Healthcare Payments shall be paid monthly, and in both cases of (A) and (B), with the first payment, which shall be retroactive to the day immediately following the date on which the Executive’s employment terminated, being due and payable on the Company ’ s next regular payday for a period executives that follows the expiration of sixty (60) calendar days from the date on which the Executive’s employment terminates. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of the Board or its delegate, subject the Executive, the Company or any of its Affiliates to end twelve any tax or penalty under the Patient Protection and Affordable Care Act (12as amended from time to time, the “ACA”) months after or Section 105(h) of the termination date Internal Revenue Code of 1986, as amended (“Severance TermSection 105(h)”), of which (a) or applicable regulations or guidance issued under the first severance payment ACA or Section 105(h), the Healthcare Payments shall be made on the date that is six (6) months from the date of termination treated as taxable payments and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal subject to imputed income tax treatment to the Executive’s monthly base compensation in effect at extent necessary to eliminate any such adverse consequences under the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with ACA or Section 4.2105(h).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon thirty (30) calendar days’ prior written notice to the Executive. In If the event of such terminationCompany terminates the Executive’s employment other than for Cause after the Effective Date, then in addition to any Final Compensation due to the Executive, the Company shall pay the Executive: will (i) promptly pay to the Executive severance pay, at the same rate as the Base Salary, for a period of twelve (12) months following the date of termination of the Executive’s employment, (ii) pay to the Executive an amount equal to the Executive’s Target Bonus (clauses (i) and (ii), collectively, the “Severance Payments”) and (iii) continue to pay, on the Executive’s behalf, the premiums required to be paid for the Executive’s continued participation in the Company’s health care benefit plan, including existing spousal or family health care coverage, if selected, for a period of twelve (12) months following termination, unless the Executive becomes employed by another company and eligible for coverage under such company’s group health care plans, and in such instance, future payment for the health insurance premiums will cease (the “Healthcare Payments” and, collectively with the Severance Payments, the “Severance Benefits”). Other than business expenses described in Section 5(a)(iii), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days thereoffollowing the date of termination of employment. Any obligation of the Company to provide the Severance Benefits is conditioned, Base Salary earned but unpaid through however, on the Executive signing and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit B (the “Release of Claims”), all of which (including the lapse of the period for revoking the Release of Claims as specified in the Release of Claims) shall have occurred no later than the sixtieth (60th) day following the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made and on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at continued compliance with the time of such termination (i.e., 1/12th obligations of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times Executive to the Company pays and its executives bonuses generally, but no later than two and one half (2 1/2) months after the end Affiliates that survive termination of the fiscal year in Executive’s employment, including, without limitation, under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) below, (A) the Severance Payments to which the Bonus Executive is earnedentitled hereunder shall be in the form of salary continuation, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated payable in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th normal payroll practices of the Base Salary) and thereafterCompany, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iiiB) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:the

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ prior written notice to the Executive. In If the event of such terminationCompany terminates the Executive’s employment other than for Cause after the Effective Date, then in addition to any Final Compensation and Pro-Rata Bonus due to the Executive, the Company shall pay the Executive: will (i) promptly pay to the Executive severance pay, at the same rate as the Base Salary, for a period of twenty-four (24) months following the date of termination of the Executive’s employment, (ii) pay to the Executive an amount equal to two (2) times the Executive’s Target Bonus for the fiscal year in which such termination occurs, in substantially equal installments over the twenty-four (24)-month period following the date of termination of the Executive’s employment (clauses (i) and (ii), collectively, the “Severance Payments”) and (iii) continue to pay, on the Executive’s behalf, the premiums required to be paid for the Executive’s continued participation in the Company’s health care benefit plan, including existing spousal or family health care coverage, if selected, for a period of eighteen (18) months following termination, unless the Executive becomes employed by another company and eligible for coverage under such company’s group health care plans, and in such instance, future payment for the health insurance premiums will cease (the “Healthcare Payments” and, collectively with the Severance Payments and the Pro-Rata Bonus, the “Severance Benefits”). Other than business expenses described in Section 5(a)(iii), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days thereoffollowing the date of termination of employment. Any obligation of the Company to provide the Severance Benefits is conditioned, Base Salary earned but unpaid through however, on the Executive signing and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit C (the “Release of Claims”), all of which (including the lapse of the period for revoking the Release of Claims as specified in the Release of Claims) shall have occurred no later than the sixtieth (60th) day following the date of termination, plus and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates that survive termination of the Executive’s employment, including, without limitation, under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) below, (iiA) severance payments the Severance Payments to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company; (B) the Healthcare Payments shall be paid monthly, and in both cases of (A) and (B), with the first payment, which shall be retroactive to the day immediately following the date on which the Executive’s employment terminated, being due and payable on the Company’s next regular payday for a period executives that follows the expiration of sixty (60) calendar days from the date on which the Executive’s employment terminates; and (C) the Pro-Rata Bonus will be payable as set forth in Section 5(a)(v) above. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of the Board or its delegate, subject the Executive, the Company or any of its Affiliates to end twelve any tax or penalty under the Patient Protection and Affordable Care Act (12as amended from time to time, the “ACA”) months after or Section 105(h) of the termination date Internal Revenue Code of 1986, as amended (“Severance TermSection 105(h)”), of which (a) or applicable regulations or guidance issued under the first severance payment ACA or Section 105(h), the Healthcare Payments shall be made on the date that is six (6) months from the date of termination treated as taxable payments and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal subject to imputed income tax treatment to the Executive’s monthly base compensation in effect at extent necessary to eliminate any such adverse consequences under the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with ACA or Section 4.2105(h).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, the Company shall pay the Executive: Executive (i) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments for a period to end twelve twenty-four (1224) months after the termination date (the “Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal to six (6) times the Executives Executive’s monthly base compensation in effect at the time of such termination and (b) the balance of the severance shall be paid in six accordance with the Company’s then current payroll practices (6currently biweekly payments) monthly payments beginning on over the date that is seven next eighteen (718) months from the date of termination and continuing through the date that is twelve twenty-four (1224) months from the date of termination, each such monthly payment (after the first payment) in an amount equal to the Executive’s monthly base compensation Base Salary in effect at the time of such termination dependent on payroll practices of the Company (i.e., 1/12th of the Base Salary, 1/24th of the Base Salary, 1/26th of Base Salary, etc.), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/221⁄2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated pro-rated in accordance with Sub-Section 4.2).” 9. Effectively immediately, plus (v) vested, outstanding equity grants under the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination Stock Plan, in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination terms thereof and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)applicable award agreements.” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination during the Employment Term or a Renewal Term, then, the Company shall pay the Executive: (i) promptly following termination shall pay Executive (A) the Final Payment and (B) severance pay in all events within thirty an amount equal to eighteen (3018) days thereofmonths of Base Salary, Base Salary earned but unpaid through at the rate in effect at the date of termination, plus an amount equal to (I) Executive's target Bonus amount for the year of termination, or (II) if no such target has been fixed for the year of termination, the actual bonus paid or payable to Executive for the most recently completed fiscal year of the Company for which an annual bonus was paid or is payable to Executive; provided, that in the case of any termination under this subsection (d) occurring after December 31, 2009, in lieu of the amount described in (I) above there shall be paid to Executive the actual bonus paid or payable to him for the most recently completed fiscal year of the Company for which an annual bonus was paid or is payable to him; and (ii) shall continue, while Executive is receiving severance pay hereunder, to contribute to the premium cost of participation by Executive and his eligible dependents in the Company's group medical and dental plans, provided that Executive is entitled to continue such participation under applicable law and plan terms and pays the remainder of the premium cost from month to month in accordance with the schedule established by the Company. Any obligation of the Company to Executive under clause (i) or (ii) hereof, however, shall be reduced by any other payments from the Company to which Executive is entitled as a result of termination (exclusive of any Final Payment due) and is conditioned on Executive signing and delivering to the Company, not later than the earlier of (i) sixty (60) days after termination of employment or (ii) the deadline for a consideration and execution thereof specified in the form of release of claims attached hereto as Exhibit B, together with the end of any applicable revocation period to end twelve (12) months after the termination date (“Severance Term”"Release Deadline"), a release in such form (the "Employee Release"). Severance pay and Target Bonus to which Executive is entitled hereunder shall be payable pro-rata at the Company's regular payroll periods during the eighteen (18) month period immediately following termination of which (a) Executive's employment, with the first severance payment shall be being made on the date that is six (6) months from Company's next regular payday following the Release Deadline, but retroactive to the next business day following the date of termination of employment; provided, that no payment will be made prior to the effective date of the Employee Release in the form attached hereto as Exhibit B and in an amount equal six (6) times the Executives monthly base compensation in effect that if at the relevant time Executive is a Specified Employee, so much of the amounts payable hereunder as constitutes nonqualified deferred compensation subject to Section 409A of the Code and that would be payable during the six-month period following Executive's termination shall instead be accumulated and paid in a single sum upon the day after the conclusion of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2)six-month period.” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon sixty (60) days prior written notice to the Executive. In the event of such termination, in addition to any Final Compensation due to the Executive, the Company shall will pay the Executive: Executive (i) promptly severance pay, at the same rate as the Base Salary, for a period of twenty-four (24) months following the date of termination of her employment, (ii) an amount equal one point five (1.5) times the Executive’s Annual Bonus at the target amount (together with the payments of Base Salary in the foregoing clause (i), the “Severance Payments”), (iii) a Pro-Rata Bonus, and (iv) continued payment on Executive’s behalf of the premium required to be paid for Executive’s continued participation in the Company’s health care plan for a period of twenty-four (24) months following termination (the “Healthcare Payments” and collectively with the Pro-Rata Bonus and the Severance Payments, the “Severance Benefits”). Other than business expenses described in Section 5(a)(iii), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days thereof, Base Salary earned but unpaid through following the date of terminationtermination of employment. Any obligation of the Company to provide the Severance Benefits is conditioned, plus however, on the Executive signing and returning to the Company (iiwithout revoking) severance payments for a period to end twelve timely and effective general release of claims in substantially the form attached hereto as Exhibit A (12) months after the termination date (“Severance TermRelease of Claims”), all of which (aincluding the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the first severance payment shall be made on the date that is six sixtieth (660th) months from calendar day following the date of termination and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates that survive termination of her employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) below, (A) the Severance Payments to which the Executive is entitled hereunder shall be in an amount equal six the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and (6B) times the Executives monthly base compensation Healthcare Payments shall be paid monthly, and in effect both cases with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the date the Executive’s employment terminates. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of the Board or its delegate, subject the Executive, the Company or any of its Affiliates to any tax or penalty under the ACA or Section 105(h), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any such adverse consequences under the ACA or Section 105(h). The Pro-Rata Bonus will be paid in a lump sum at the time of such termination and (b) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus annual bonuses for the applicable fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times are paid by the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (i) and (iii) hereof shall be made promptly following termination and in all events within thirty (30) days thereof.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows:

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such terminationtermination during the Employment Term or a Renewal Term, then, the Company shall pay the Executive: (i) promptly following termination and shall pay Executive (A) the Final Payment, (B) severance pay in all events within thirty an amount equal to twelve (3012) days thereofmonths of Base Salary, Base Salary earned but unpaid through at the rate in effect at the date of termination, plus (ii) severance payments for a period to end twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from the date of termination and in an amount equal six (6) times the Executives monthly base compensation in effect at the time of such termination and (bC) the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in an amount equal to the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid a pro-rata portion of any Executive's Bonus for the fiscal year preceding the year in which such the termination occurs in the event that was earned but bonuses are paid to other officers of the Company for the same year, or, if the Bonus for the year of termination has not yet been paiddetermined, plus (iv) at a pro-rata portion of the times Bonus paid or payable to Executive for the most recently completed fiscal year of the Company pays its executives bonuses generallyfor which an annual bonus was paid or is payable to Executive (in each case, but no later than two and one half (2 1/2) months after with the end pro-rata amount determined by multiplying the amount of such full-year bonus by a fraction, the fiscal year in numerator of which is the Bonus is earned, an amount equal to that portion number of any Bonus earned but unpaid days during the fiscal year of such termination that Executive was employed by the Company and the denominator of which is three hundred and sixty-five (prorated 365)): (If termination happens in accordance with Section 4.2).” 9. Effectively immediately2018 and the Bonus for the year has not been determined, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety pro-rata amount would be calculated using the 2017 Bonus amount paid or payable for the previous CEO) ; and substituting (ii) shall reimburse Executive a monthly amount equal to the following: “In the event of termination in accordance with this Section 5.5, then amount the Company shall pay contributes from time to time to group medical, dental and/or vision insurance premiums (as applicable) for its active employees (the Executive: "Monthly Premium Payment"), until the earlier of (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year Severance Period (as defined below) or (y) the date Executive and his dependents are no longer entitled to coverage under COBRA or Company plans (the "COBRA Period"); provided that Executive timely elects to continue his participation and that of his eligible dependents in which such plans, is entitled to continue such participation under applicable law and plan terms and pays the bonus is earned, an amount equal remainder of the premium cost from month to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated month in accordance with Section 4.2).” 10the schedule established by the Company. Effective immediately, Section 5.6 Any obligation of the Employment Agreement Company to Executive under clause (i) or (ii) hereof, however, shall be reduced by any other payments from the Company to which Executive is hereby amended entitled as a result of termination (exclusive of any Final Payment due) and is conditioned on Executive signing and delivering to the Company, not later than the earlier of (a) sixty (60) days after termination of employment or (b) the deadline for consideration and execution thereof specified in the reasonable form of release of claims to be provided to Executive by inserting the following sentence Company at the time Executive's employment terminates (the "Employee Release"), and such deadline therein, together with the end of said Section: “The payments made under subsections (i) any applicable revocation period, the "Release Deadline"). Severance pay and (iii) hereof Bonus to which Executive is entitled hereunder shall be made promptly payable pro-rata at the Company's regular payroll periods during the twelve (12) month period immediately following termination and in all events within thirty of Executive's employment (30) days thereof.” 11. Effective immediatelythe "Severance Period"), a new Section 5.8 with the first payment being made on the Company's next regular payday following the Release Deadline, but retroactive to the next business day following the date of termination of employment; provided, that no payment will be made prior to the effective date of the Employment Agreement Employee Release and that if at the relevant time Executive is inserted into a Specified Employee, so much of the Employment Agreement amounts payable hereunder as follows:constitutes nonqualified deferred compensation subject to Section 409A of the Code and that would be payable during the six-month period following Executive's termination shall instead be accumulated and paid in a single sum upon the day after the conclusion of such six-month period.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon ten (10) days’ written notice to the Executive. In the event of termination of the Executive’s employment pursuant to this Section 5(e), the Company may elect to waive the period of notice, or any portion thereof, and, if the Company so elects, the Company will pay the Executive his Base Salary for the ten (10)-day notice period (or for any remaining portion of such period). In the event of such termination, in addition to Final Compensation then, subject to the requirement for a release of claims as provided in Section 5(i) below and except as may be provided pursuant to the Severance Policy as contemplated in Section 4(d) above, (i) the Company shall pay the Executive an amount equal to twelve (12) months’ of Base Salary at the rate in effect on the date of the Executive’s termination; (ii) if the Executive elects to continue his participation in the Company’s health and dental insurance plans under the federal law commonly known as “COBRA,” the Company shall pay the Executive an amount each month, as taxable compensation, for the full premium cost of the Executive’s continued participation in such plans (including coverage for his dependents) for a period of twelve (12) months following the date of the Executive’s termination (provided that the Executive is entitled to continue such participation under applicable law and plan terms); and (iii) if the Executive elects to continue his participation in any Company insurance plans in which he was participating on the date of his termination, other than the health and dental insurance plans, the Company shall pay the full premium cost of the Executive: (i) promptly following termination and ’s participation in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (ii) severance payments such plans for a period to end of twelve (12) months after the termination date (“Severance Term”), of which (a) the first severance payment shall be made on the date that is six (6) months from following the date of the Executive’s termination (provided, that, the Executive is entitled to continue such participation under applicable law and in an amount equal six (6) times plan terms, and provided, further, that if the Executives monthly base compensation in effect at Executive is not eligible to continue such participation, the time of such termination and (b) Company shall pay the balance of the severance shall be paid in six (6) monthly payments beginning on the date that is seven (7) months from the date of termination and continuing through the date that is twelve (12) months from the date of termination, each such monthly payment in Executive an amount equal to the Executive’s monthly base compensation in effect at the time of amount it would have paid for such termination continued premium costs as taxable compensation). The wage continuation and insurance premium payments pursuant to clauses (i.e., 1/12th of the Base Salaryi), plus (iii) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid, plus (iv) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 9. Effectively immediately, the third sentence of Section 5.5 is hereby amended by deleting said sentence in its entirety and substituting the following: “In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive: (x) promptly following termination and in all events within thirty (30) days thereof, Base Salary earned but unpaid through the date of termination, plus (y) six months after the termination date, an amount equal to six times the Executive’s monthly base compensation in effect at the time of such termination (i.e., 1/12th of the Base Salary) and thereafter, monthly severance payments, each equal to the Executive’s monthly base compensation for a period of six months , plus (z) at the times the Company pays its executives bonuses generally, but no later than two and one half (2 1/2) months after the end of the fiscal year in which the bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the fiscal year of such termination (prorated in accordance with Section 4.2).” 10. Effective immediately, Section 5.6 of the Employment Agreement is hereby amended by inserting the following sentence at the end of said Section: “The payments made under subsections (iii) and (iii) hereof above shall be made promptly following termination and in all events within thirty commence not later than sixty (3060) days thereoffollowing the termination of employment by the Executive, subject to the requirement for a release of claims as provided in Section 5(i) below.” 11. Effective immediately, a new Section 5.8 of the Employment Agreement is inserted into the Employment Agreement as follows: