Common use of By the Company Without Cause or by Executive for Good Reason Clause in Contracts

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause or Executive terminates Executive’s employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination), this Agreement shall terminate without further obligations to Executive other than: (i) payment of Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeited.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause and this Agreement pursuant to Section 4.1 (Without Cause, Upon Notice) or Executive terminates Executive’s employment and this Agreement pursuant to Section 4.4 (for Good Reason during the Employment Period (in either case other than in a Change in Control TerminationReason), this subject to Executive’s continued compliance with Executive’s obligations under the Restrictive Covenant Agreement then the Company shall terminate without further obligations pay Executive the Accrued Obligations and subject to Section 5.5 (Required Release), Executive shall be entitled to the following: 5.2.1 pay Executive an amount equal to nine (9) months of Executive’s then current monthly base salary (less applicable taxes and withholdings (the “Severance Period”), payable in substantially equal monthly installments on the same payroll schedule applicable to Executive other than: immediately prior to Executive’s separation from service and commencing on the first such payroll date on or following the date on which the release of claims required by Section 5.5 becomes effective and non-revocable, but not later than ninety (i90) days following termination from employment; provided however that if the 90th day following Executive’s termination from employment occurs in the year following the year in which Executive’s termination occurs, then the payments shall commence no earlier than January 1 of such subsequent year and provided further that if such payments commence in such subsequent year, the first such payment of Accrued Obligations through the effective date of termination in shall be a lump sum in cash an amount equal to the payments that would have come due since Executive’s separation from service, and 5.2.2 If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), during the Severance Period, the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by the Executive for and the monthly premium amount paid by Executive immediately prior to the date that Executive’s employment terminated. Such reimbursement shall be paid to the Executive on or before the tenth (10th) day of the month immediately following the month in which the Executive timely remits the premium payment, with such reimbursements to commence when the payments under Section 5.2.1 commence. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelfth-month anniversary of the Separation Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.2.2 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2.2 in a manner as is necessary to comply with the ACA. Executive shall provide the Company with notice of subsequent employment and comparable coverage within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first commencement of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeitedcomparable coverage.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause and this Agreement pursuant to Section 4.1 (Without Cause, Upon Notice) or Executive terminates Executive’s employment and this Agreement pursuant to Section 4.4 (for Good Reason during the Employment Period (in either case other than in a Change in Control TerminationReason), this subject to Executive’s continued compliance with Executive’s obligations under the Restrictive Covenant Agreement then the Company shall terminate without further obligations pay Executive the Accrued Obligations and subject to Section 5.5 (Required Release), Executive shall be entitled to the following: 5.2.1 pay Executive an amount equal to twelve(12) months of Executive’s then current monthly Annual Base Salary (less applicable taxes and withholdings) (the “Severance Amount”), payable in substantially equal monthly installments on the same payroll schedule applicable to Executive other than: immediately prior to Executive’s separation from service and over the twelve month period (ithe “Severance Period”) commencing on the first such payroll date on or following the Release Effective Date (as defined in Section 5.5 below), but not later than seventy (70) days following the Separation Date; provided however that if the 70th day following the Separation Date occurs in the year following the year in which the Separation Date occurs, then the payments shall commence no earlier than January 1 of such subsequent year and provided further that if such payments commence in such subsequent year, the first such payment of Accrued Obligations through the effective date of termination in shall be a lump sum in cash an amount equal to the payments missed between the Separation Date and the Release Effective Date; 5.2.2 an amount equal to one (1.0) times the Target Annual Bonus, payable in lump sum no later than seventy (70) days following the Separation Date; 5.2.3 If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), during the Severance Period, the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by the Executive and the monthly premium amount paid by Executive immediately prior to the date that Executive’s employment terminated. Such reimbursement shall be paid to the Executive on or before the tenth (10th) day of the month immediately following the month in which the Executive timely remits the premium payment, with such reimbursements to commence when the payments under Section 5.2.1 commence. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the end of the Severance Period; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company's making payments under this Section 5.2.3 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2.3 in a manner as is necessary to comply with the ACA. Executive shall provide the Company with notice of subsequent employment and comparable coverage within thirty (30) days of the effective date commencement of terminationsuch comparable coverage; (ii) payment of an amount equal to one times the sum of (A) 5.2.4 Executive’s Annual Base Salary unvested time-based equity grants shall vest as in effect of the Separation Date with respect to that portion of such unvested time-based equity grants that would have vested within the thirteen (13) month period immediately prior following the Separation Date based solely on the passage of time had Executive remained employed by the Company through such period, provided that such equity shall remain subject to the date of termination other terms and (B) an amount equal to the highest annual average conditions of the Annual Bonuses earned by Executive for performance in applicable Company incentive award plan(s) and individual award agreement(s); and 5.2.5 The right to exercise any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments outstanding and vested stock options to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on purchase Company common stock until the earlier of (Aa) September 12the date one (1) year following the Separation Date, 2014 (b) the maximum term of the applicable stock option, and (c) unless such options are assumed or (B) substituted in the Change in Control, the date of a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeitedControl.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause and this Agreement pursuant to Section 4.1 (Without Cause, Upon Notice) or Executive terminates Executive’s employment and this Agreement pursuant to Section 4.4 (for Good Reason during the Employment Period (in either case other than in a Change in Control TerminationReason), this subject to Executive’s continued compliance with Executive’s obligations under the Restrictive Covenant Agreement then the Company shall terminate without further obligations pay Executive the Accrued Obligations and subject to Section 5.5 (Required Release), Executive shall be entitled to the following: 5.2.1 pay Executive an amount equal to nine (9) months of Executive’s then current monthly base salary (less applicable taxes and withholdings (the “Severance Period”), payable in substantially equal monthly installments on the same payroll schedule applicable to Executive other than: immediately prior to Executive’s separation from service and commencing on the first such payroll date on or following the date on which the release of claims required by Section 5.5 becomes effective and non-revocable, but not later than ninety (i90) days following termination from employment; provided however that if the 90th day following Executive’s termination from employment occurs in the year following the year in which Executive’s termination occurs, then the payments shall commence no earlier than January 1 of such subsequent year and provided further that if such payments commence in such subsequent year, the first such payment of Accrued Obligations through the effective date of termination in shall be a lump sum in cash an amount equal to the payments that would have come due since Executive’s separation from service, and 5.2.2 If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), during the Severance Period, the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by the Executive for and the monthly premium amount paid by Executive immediately prior to the date that Executive’s employment terminated. Such reimbursement shall be paid to the Executive on or before the tenth (10th) day of the month immediately following the month in which the Executive timely remits the premium payment, with such reimbursements to commence when the payments under Section 5.2.1 commence. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelfth-month anniversary of the Separation Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company's making payments under this Section 5.2.2 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2.2 in a manner as is necessary to comply with the ACA. Executive shall provide the Company with notice of subsequent employment and comparable coverage within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first commencement of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeitedcomparable coverage.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause and this Agreement pursuant to Section 4.1 (Without Cause, Upon Notice) or Executive terminates Executive’s employment and this Agreement pursuant to Section 4.4 (for Good Reason during the Employment Period (in either case other than in a Change in Control TerminationReason), this subject to Executive’s continued compliance with Executive’s obligations under the Restrictive Covenant Agreement then the Company shall terminate without further obligations pay Executive the Accrued Obligations and subject to Section 5.5 (Required Release), Executive shall be entitled to the following: 5.2.1 pay Executive an amount equal to nine (9) months of Executive’s then current monthly base salary (less applicable taxes and withholdings (the “Severance Period”), payable in substantially equal monthly installments on the same payroll schedule applicable to Executive other than: immediately prior to Executive’s separation from service and commencing on the first such payroll date on or following the date on which the release of claims required by Section 5.5 becomes effective and non-revocable, but not later than ninety (i90) days following termination from employment; provided however that if the 90th day following Executive’s termination from employment occurs in the year following the year in which Executive’s termination occurs, then the payments shall commence no earlier than January 1 of such subsequent year and provided further that if such payments commence in such subsequent year, the first such payment of Accrued Obligations through the effective date of termination in shall be a lump sum in cash an amount equal to the payments that would have come due since Executive’s separation from service, and 5.2.2 If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), during the Severance Period, the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by the Executive and the monthly premium amount paid by Executive immediately prior to the date that Executive’s employment terminated. Such reimbursement shall be paid to the Executive on or before the tenth (10th) day of the month immediately following the month in which the Executive timely remits the premium payment, with such reimbursements to commence when the payments under Section 5.2.1 commence. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelfth-month anniversary of the Separation Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company's making payments under this Section 5.2.2 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2.2 in a manner as is necessary to comply with the ACA. Executive shall provide the Company with notice of subsequent employment and comparable coverage within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first commencement of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeitedcomparable coverage.

By the Company Without Cause or by Executive for Good Reason. If If, during the Employment Period the Company terminates Term, Executive’s employment for any reason other than for with the Company and its affiliates is terminated by the Company without Cause or Executive terminates by Executive’s employment resignation for Good Reason during the Employment Period (as each such term is defined in either case other than in a Change in Control TerminationSection 3 below), this Agreement subject to the Executive’s execution of a general waiver and release of claims agreement substantially in the form attached hereto as Exhibit A, and subject to the Executive’s compliance with the terms of Exhibit B attached hereto, Executive shall terminate without further obligations be entitled to Executive other thanreceive: (i) a cash severance payment equal to two (2) times the Executive’s annual rate of Accrued Obligations through base salary, as in effect prior to the effective date on which such termination occurs (or, if higher, as in effect prior to the occurrence identified in Section 3(c)(ii)), payable in equal installments, in accordance with the normal payroll practices of the Company over the twenty-four (24) month period following the date of termination (the “Severance Period”); provided, however, that such severance payment shall be in a lump sum in cash within thirty (30) days lieu of notice or any other severance benefits to which the effective date of termination;Executive might otherwise be entitled; and (ii) payment the annual cash bonus that the Executive would have received, if the Executive had remained employed by the Company through the end of an amount equal the fiscal year of the Company in which such termination occurs (with the determination of the amount, if any, of such bonus based on the Company’s performance in relation to one times the sum applicable performance targets previously established by the Company for such fiscal year, as determined in good faith by the Compensation Committee of the Board of Supervisory Directors of VNU Group B.V.), multiplied by the Pro-Rate Factor (as defined in Section 3 below) (as applicable to the Executive’s employment with the Company) and paid at such time as the annual cash bonus would otherwise have been paid to the Executive; (iii) continuation of the Executive’s coverage under the Company’s health and welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the date of termination, to the extent permitted under the terms of such plans and programs, until the earlier to occur of (Ai) Executive’s Annual Base Salary the end of the Severance Period and (ii) the date on which the Executive receives comparable health and welfare benefits from any subsequent employer; provided that, to the extent that the Company is unable to continue such benefits because the terms of such plan or program does not so permit, or if such continuation would violate Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall then provide the Executive with an economically equivalent benefit or payment determined on (to the extent health and welfare benefit plans and programs in effect which the Executive was entitled to participate immediately prior to the date of termination and (Bwere non-taxable to the Executive) an amount equal to the highest annual average of the Annual Bonuses after-tax basis; (iv) all earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which and unpaid and/or vested, nonforfeitable amounts owing or accrued at the date of Executive’s termination occurs for of employment (include any earned but unpaid base salary) under any compensation and benefit plans, programs, and arrangements of the Company and its affiliates in which bonuses have been paid or are payableExecutive theretofore participated, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on terms and conditions of the first payroll date following the sixtieth (60th) day after termination of employmentplans, programs, and with the first of arrangements (and agreements and documents thereunder) pursuant to which such payments to include any regularly scheduled payments that compensation and benefits were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 granted or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096accrued; and (ivv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for any unreimbursed business expenses properly incurred by Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible Company policy prior to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeited.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period Term, but prior to the occurrence of a Change in Control of the Company terminates (as defined in Section 7) Executive’s employment for any reason is terminated by the Company other than for Cause and not as a result of Executive’s death or Executive terminates Disability, or Executive’s employment is terminated by Executive for Good Reason during Reason, then Executive shall receive the Employment Period (in either case other than in a Change in Control Termination), this Agreement shall terminate without further obligations to Executive other thanfollowing benefits and compensation from the Company: (i) payment the Company shall pay Executive the Accrued Obligation within 30 days following the date of Accrued Obligations through the effective Executive’s date of termination in or such earlier date as may be required by law; (ii) the Company shall pay Executive a lump lump-sum in payment consisting of three times the sum of Executive’s Base Salary plus the average annual cash within thirty (30) days bonus received by Executive for the three years prior to the date of termination, payable on the effective 60th day following Executive’s date of termination payable on the 60th day following Executive’s date of termination; (iiiii) the Company shall pay Executive a lump-sum payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to annual cash bonus based on actual results for the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the Executive’s date of termination occurs for multiplied by a fraction, the numerator of which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed by the Company during the Performance Period year of the termination and the denominator of which is 365, payable at the same time as annual cash bonuses are paid to active employees; (iv) the Company will cause all unvested options and restricted stock awards, previously granted by the Company to Executive, to vest on the 60th day following Executive’s date of termination; (v) Executive shall be entitled to receive a number of shares in an amount equal to the amount of any performance units, previously granted to Executive, that would have vested at the end of the applicable performance period based on actual results, payable at the same time as defined in if Executive had remained employed through the 2014 Bonus Program) by 1,096end of the applicable performance period; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (Avi) the duration of such coverage or (B) twelve months; provided that (A) Company shall pay Executive elects such continuing coverage the Benefit Obligation at the times specified in and in accordance with the requirements terms of each such plan (provided that during any period when Executive is eligible the applicable employee benefit plans and compensation arrangements. Notwithstanding the foregoing, neither Executive, nor his estate, shall be permitted to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, specify the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that taxable year in which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for a payment described in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations6.1(b) shall be forfeitedpaid.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period Except as otherwise provided in Section 11, if either the Company terminates Executive’s employment for any reason other than for Cause without Cause, or Executive terminates Executive’s his employment for Good Reason during Reason, then the Employment Period (in either case other than in a Change in Control Termination), this Agreement Company shall terminate without further obligations pay and provide to Executive other thanthe following benefits: (i) a payment of Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one 1.5 times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an the average bonus amount equal paid Executive for the past two fiscal years (or, if the termination occurs prior to the highest annual average second anniversary of the Annual Bonuses earned by date Executive commences employment at the Company, sixty percent (60%) of the Target Bonus Amount for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding year of termination). Subject to the fiscal year in which the date holdback and interest provisions of termination occurs for which bonuses have been paid or are payableSection 23, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to payment shall be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination following Executive’s Separation from Service provided that the Release required under Section 10(e) has become effective during such sixty (60)-day period following any applicable revocation period; (ii) the restrictions on that number of employmentshares of time-based vesting equity awards, including restricted stock and stock options, shall immediately lapse as would otherwise have lapsed if Executive had remained employed with the first Company for a period through the date that is twelve (12) months from the date of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting periodtermination; (iii) if the effective date of such termination is prior provided that Executive and/or his eligible dependents timely elects to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established continue their healthcare coverage under the Company’s Performance Pay Plan group health plan pursuant to the Consolidated Omnibus Reconciliation Act (“COBRA”), the “2014 Bonus Program”Company shall reimburse Executive for the costs incurred to obtain such continued coverage for himself and his eligible dependents for a period of twelve months measured from the termination date. In order to obtain reimbursement for such healthcare coverage costs, Executive shall submit appropriate evidence to the Company of each periodic payment within thirty (30) had days after the payment date, and the Company shall within thirty (30) days after such submission reimburse Executive for that payment. During the period such healthcare coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of coverage costs eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of coverage costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no coverage costs shall be reimbursed after the close of the calendar year following the calendar year in which those coverage costs were incurred; and (iii) Executive’s employment right to the reimbursement of such coverage costs cannot been terminated prior be liquidated or exchanged for any other benefit. To the extent the reimbursed coverage costs constitute taxable income to full payment thereofExecutive, which pro rata portion the Company shall report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, and any remaining tax liability shall be calculated by dividing Executive’s sole responsibility, provided that the number of days reimbursed coverage costs shall not be considered as taxable income to Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096if such treatment is permissible under applicable law; and (iv) monthly payments (or reimbursement to Executive) waiver of the cost of continuing coverage under COBRA or similar state law (requirement, if any, to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under repay relocation benefits as otherwise required by the Company’s then existing medical, dental and prescription insurance plans for a period equal Relocation Policy with such waiver to occur on the lesser of sixtieth (A60th) the duration of such coverage or (B) twelve months; day following Executive’s Separation from Service provided that the Release required under Section 10(e) has become effective during such sixty (A) Executive elects such continuing coverage 60)-day period following any applicable revocation period. For purposes of this Agreement, "Separation from Service" shall mean Executive’s separation from service as determined in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment 409A of the Accrued Obligations), Executive shall first execute Internal Revenue Code (“Code”) and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment standards of the Accrued Obligations) shall be forfeitedTreasury Regulations issued thereunder.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period Executive's employment is terminated by the Company terminates Executive’s employment for any reason other than for without Cause or Executive terminates Executive’s employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination), this Agreement shall terminate without further obligations to Executive other than: (i) payment of Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance Good Reason, Executive shall be entitled to receive or continue receiving any and all compensation and benefits, as set forth in any two consecutive fiscal years in Section 4 above, to the last three completed fiscal years immediately preceding the fiscal year in which extent permitted by law, through the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iv) monthly payments (or reimbursement to Executive) end of the cost Term, provided that any portion of continuing coverage under COBRA or similar state law (the Restricted Stock which has been granted but has not otherwise become vested and unrestricted as of the termination date shall become vested and unrestricted as of such termination date. Except as provided in Section 12, in addition to be made no later than the compensation and benefits set forth herein, the Company shall pay an amount in cash on the last day of the month of the month following the month termination date equal to (i) the higher of (x) the last annual bonus paid to the Executive prior to the termination date or (y) the average of the last three annual bonuses paid to the Executive prior to the termination date, plus (ii) any LT Bonus earned by the Executive, but not paid, because the period for which the LT Bonus is determined has not expired (the "Earned LT Bonus"). Notwithstanding the foregoing, if the amount of cash compensation to be paid Executive under this Section 7(b) is less than the Non-Renewal Severance Amount described in Section 7(d) below plus any Earned LT Bonus, then Executive shall be paid the Non-Renewal Severance Amount and the Earned LT Bonus in accordance with Section 7(d) in lieu of the cash compensation benefits under this Section 7(b). Except as provided in Section 12, cash compensation payments paid by the Company to the Executive pursuant to this Section 7(b) if the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason shall be paid on the last day of each month and each such payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period shall be equal to the lesser amount of (Acash compensation Executive would have been entitled to receive during such month had his employment with the Company not been terminated. Any in-kind benefits and/or expense reimbursements required to be provided or paid by the Company to the Executive pursuant to this Section 7(b) if Executive's employment is terminated by the duration of such coverage Company without Cause or (B) twelve months; by the Executive for Good Reason shall be paid only if otherwise provided that (A) Executive elects such continuing coverage by an in-kind benefit arrangement or expense reimbursement arrangement which is generally provided by the Company to its executives and shall only be paid in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day terms and provisions of such month an amount equal arrangement, which terms and provisions shall upon termination of Executive's employment be amended, if necessary, to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the Accrued Obligations) shall be forfeitedrules described in Treasury Regulation § 1.409A-3(i)(l)(iv).

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for without Cause or Executive terminates Executive’s her employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination)Reason, this Agreement shall terminate without further obligations to Executive other than: (iA) payment of the Accrued Obligations through and a pro rata share of the effective Annual Bonus for the fiscal year in which the date of termination occurred, each, as described in a lump sum in cash within thirty (30) days of the effective date of termination;Section 4(f)(i); and (iiB) payment of an amount equal to one times the sum equivalent of twenty-four (A24) months of Executive’s Annual Base Salary as in effect immediately prior to the date of termination and which shall be paid in substantially equal installments for the twenty-four (B24) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which month period following the date of termination occurs for which bonuses have been paid or are payabletermination, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments subject to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, standard withholdings and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096other authorized deductions; and (ivC) monthly payments (or reimbursement to upon Executive) ’s timely election of the cost of continuing continuation coverage under COBRA or similar state law (to be made no later than the last day Consolidated Omnibus Budget Reconciliation Act of the month following the month for which the payment or reimbursement is made)1985, for Executive and Executive’s spouse (if so elected) under the Company’s then existing medicalas amended, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of in a lump sum in cash within thirty (30) days after such month election an amount equal to the product of (x) the portion of premiums of Executive’s group health insurance, including coverage for Executive’s eligible dependents, that which the Company would otherwise have been obligated paid immediately prior to pay to provide COBRA coverage for Executive her date of termination and Executive’s spouse (if so electedy) for such montheighteen (18); provided, however, that as conditions a condition precedent to receiving the payments and benefits provided for in this Section 5(c4(f)(iii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a Releasegeneral release agreement in a form that is satisfactory to the Company and RRI, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release release shall have expired no later than the fortydate specified in such release, which shall either be twenty-five eight (4528) days or fifty-two (52) days, dependent upon the circumstances, after the date of terminationtermination (the “Release Condition”). For the avoidance of doubt, the payments contemplated by Section 4(f)(iii)(B) shall be paid, subject to satisfaction of the Release Condition, in substantially equal installments on regularly scheduled payroll dates beginning on the first payroll date that is sixty (60) days after Executive experiences a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”); provided, that such first payment shall be a lump sum payment equal to the amount of all payments due from the date of such termination through the date of such first payment. If Executive fails to timely execute a Releasesatisfy the Release Condition, all payments and benefits set forth in this Section 5(c4(f)(iii) (other than the payment of the Accrued Obligations) shall be forfeited; provided, further, notwithstanding any other provision contained in this Agreement, if Executive receives severance payments and benefits under the Red Xxxxx Gourmet Burgers, Inc. Executive Change in Control Severance Plan (as such plan may be modified, amended and/or restated from time to time), Executive shall have no right to receive the payments and benefits under this Section 4(f)(iii).

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause and this Agreement pursuant to Section 4.1 (Without Cause, Upon Notice) or Executive terminates Executive’s employment and this Agreement pursuant to Section 4.4 (for Good Reason during the Employment Period (in either case other than in a Change in Control TerminationReason), this subject to Executive’s continued compliance with Executive’s obligations under the Restrictive Covenant Agreement then the Company shall terminate without further obligations pay Executive the Accrued Obligations and subject to Section 5.5 (Required Release), Executive shall be entitled to the following: 5.2.1 pay Executive an amount equal to nine (9) months of Executive’s then current monthly base salary (less applicable taxes and withholdings (the “Severance Period”), payable in substantially equal monthly installments on the same payroll schedule applicable to Executive other than: immediately prior to Executive’s separation from service and commencing on the first such payroll date on or following the date on which the release of claims required by Section 5.5 becomes effective and non-revocable, but not later than ninety (i90) days following termination from employment; provided however that if the 90th day following Executive’s termination from employment occurs in the year following the year in which Executive’s termination occurs, then the payments shall commence no earlier than January 1 of such subsequent year and provided further that if such payments commence in such subsequent year, the first such payment of Accrued Obligations through the effective date of termination in shall be a lump sum in cash within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one times the sum of (A) payments that would have come due since Executive’s Annual Base Salary as in effect separation from service, and 5.2.2 If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), during the Severance Period, the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by the Executive for and the monthly premium amount paid by Executive immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion terminated. Such reimbursement shall be calculated by dividing paid to the number of days Executive was employed during on or before the Performance Period tenth (as defined in the 2014 Bonus Program10th) by 1,096; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month immediately following the month for in which the payment or reimbursement is made)Executive timely remits the premium payment, for with such reimbursements to commence when the payments under Section 5.2.1 commence. Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is shall be eligible to receive such benefits under any other employerreimbursement until the earliest of: (i) the twelfth-provided plan or through any government-sponsored program such as Medicare, month anniversary of the benefits provided under this clause Separation Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) may be made secondary to those provided under such other plan) or (B) if the date on which the Executive is not becomes eligible to receive such substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company's making payments under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) 5.2.2 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (other than payment of the Accrued Obligations"ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2.2 in a manner as is necessary to comply with the ACA. Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeited.provide

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for without Cause or Executive terminates Executive’s her employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination)Reason, this Agreement shall terminate without further obligations to Executive other than: (iA) payment of the Accrued Obligations through Obligations, as described in Section 4(f)(i); (B) payment of a pro rata share (determined on the effective basis of the number of days on which Executive was employed by the Company during the fiscal year in which the date of termination occurred) of the Annual Bonus under Section 3(c) for the fiscal year in which the date of termination occurred that has been Earned based on actual performance, which shall be paid in a lump sum in cash within thirty (30) days of the effective date of terminationwhen annual incentive plan payments are regularly paid to similarly situated executives; (iiC) payment of an amount equal installment payments in accordance with the Company’s regular payroll practices equivalent to one (1) times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination termination, subject to standard withholdings and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096other authorized deductions; and (ivD) monthly payments (or reimbursement to upon Executive) ’s timely election of the cost of continuing continuation coverage under COBRA or similar state law the Consolidated Omnibus Budget Reconciliation Act of 1985 (to be made no later than the last day of the month following the month for which the payment or reimbursement is made“COBRA”), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medicalas amended, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of in a lump sum in cash within thirty (30) days after such month election an amount equal to the product of (x) the portion of premiums of Executive’s group health insurance, including coverage for Executive’s eligible dependents, if any, that which the Company would otherwise have been obligated paid immediately prior to pay to provide COBRA coverage for Executive her date of termination and Executive’s spouse (if so electedy) for such monthtwelve (12); provided, however, that as conditions a condition precedent to receiving the payments and benefits provided for in this Section 5(c4(f)(iii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a general release agreement that is satisfactory to the Company and RRI (the “Release”), and all rights of Executive thereunder or under applicable law to rescind or revoke the Release release shall have expired no later than the fortydate specified in such release, which shall either be twenty-five eight (4528) days or fifty-two (52) days, dependent upon the circumstances, after the date of terminationtermination (the “Release Condition”). If Executive fails to timely execute a Releasesatisfy the Release Condition, all payments and benefits set forth in this Section 5(c4(f)(iii) (other than the payment of the Accrued Obligations) shall be forfeited; provided, further, notwithstanding any other provision contained in this Agreement, if Executive receives severance payments and benefits under the Red Xxxxx Gourmet Burgers, Inc. Executive Change in Control Severance Plan (as such plan may be modified, amended and/or restated from time to time) (the “Executive CIC Severance Plan”), Executive shall have no right to receive the payments and benefits under this Section 4(f)(iii). For purposes of the Executive CIC Severance Plan, insofar as it is applicable to Executive: (x) the Release Agreement (as defined in the Executive CIC Severance Plan) shall be replaced with (and all references therein shall be deemed to refer to) the Release (as defined in this Agreement); and (y) the definitions of Cause and Good Reason (each as defined in the Executive CIC Severance Plan) shall be replaced with the definition of Cause and Good Reason (each as defined in this Agreement).

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause or Executive terminates Executive’s employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination), this Agreement shall terminate without further obligations to Executive other than: (i) payment of Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeited.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for without Cause or Executive terminates Executive’s his employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination)Reason, this Agreement shall terminate without further obligations to Executive other than: (iA) payment of the Accrued Obligations through and a pro rata share of the effective Annual Bonus for the fiscal year in which the date of termination occurred, each, as described in a lump sum in cash within thirty (30) days of the effective date of terminationSection 4(f)(i); (iiB) lump-sum payment of an amount equal equivalent to one (1) times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination termination, subject to standard withholdings and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096other authorized deductions; and (ivC) monthly payments (or reimbursement to upon Executive) ’s timely election of the cost of continuing continuation coverage under COBRA or similar state law the Consolidated Omnibus Budget Reconciliation Act of 1985 (to be made no later than the last day of the month following the month for which the payment or reimbursement is made“COBRA”), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medicalas amended, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of in a lump sum in cash within thirty (30) days after such month election an amount equal to the product of (x) the portion of premiums of Executive’s group health insurance, including coverage for Executive’s eligible dependents, if any, that which the Company would otherwise have been obligated paid immediately prior to pay to provide COBRA coverage for Executive his date of termination and Executive’s spouse (if so electedy) for such monthtwelve (12); provided, however, that as conditions a condition precedent to receiving the payments and benefits provided for in this Section 5(c4(f)(iii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a general release agreement that is satisfactory to the Company and RRI (the “Release”), and all rights of Executive thereunder or under applicable law to rescind or revoke the Release release shall have expired no later than the fortydate specified in such release, which shall either be twenty-five eight (4528) days or fifty-two (52) days, dependent upon the circumstances, after the date of terminationtermination (the “Release Condition”). If Executive fails to timely execute a Releasesatisfy the Release Condition, all payments and benefits set forth in this Section 5(c4(f)(iii) (other than the payment of the Accrued Obligations) shall be forfeited; provided, further, notwithstanding any other provision contained in this Agreement, if Executive receives severance payments and benefits under the Red Xxxxx Gourmet Burgers, Inc. Executive Change in Control Severance Plan (as such plan may be modified, amended and/or restated from time to time) (the “Executive CIC Severance Plan”), Executive shall have no right to receive the payments and benefits under this Section 4(f)(iii). For purposes of the Executive CIC Severance Plan, insofar as it is applicable to Executive: (x) the Release Agreement (as defined in the Executive CIC Severance Plan) shall be replaced with (and all references therein shall be deemed to refer to) the Release (as defined in this Agreement); and (y) the definitions of Cause and Good Reason (each as defined in the Executive CIC Severance Plan) shall be replaced with the definition of Cause and Good Reason (each as defined in this Agreement).

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause or Executive terminates Executive’s his employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination), this Agreement shall terminate without further obligations to Executive other than: (iA) payment of (1) Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination, and (2) any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, payable at the time such Annual Bonus would have been paid if Executive was still employed with the Company; (iiB) continued payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and but ignoring any decrease in Executive’s Annual Base Salary that forms the basis for Good Reason (Bsuch payments to be made in accordance with the Company’s normal payroll practices) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such the “Severance Period”), with payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date paydate following the sixtieth (60th) day after termination Executive’s execution of employmentthe general release described in the flush language below and the expiration of any related revocation period, and with the first of such payments to include any regularly scheduled payments that were missed pending Executive’s execution of the sixty (60) day waiting general release and expiration of the related revocation period; (iiiC) if on the next Annual Bonus payment date immediately following the end of the fiscal year of the effective date of termination, payable at the time such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Annual Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to paid if Executive under the 2011-2014 Bonus Program established under was still employed with the Company’s Performance Pay Plan (, of the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing share (determined on the basis on the number of days during which Executive was employed served the Company during the Performance Period (as defined applicable fiscal year prior to the effective date of termination) of the Annual Bonus that would otherwise have been earned and be payable had Executive continued to be employed by the Company on such Annual Bonus payment date, subject in the 2014 Bonus Program) by 1,096each case to standard withholdings and other authorized deductions; and (ivD) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made)law, for Executive and Executive’s his spouse (if so elected) under the Company’s and RRI’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (Ai) the duration of such coverage or (Bii) twelve (12) months; , provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iiiD) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month); provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c4(f)(iii) (other than payment of the Accrued ObligationsObligations and the Annual Bonus under Section 4(f)(iii)(A)(2) of this Agreement), Executive shall first execute and deliver to the Company and RRI a Releasegeneral release agreement substantially in the form attached hereto as Exhibit A, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Releasethe general release, all payments and benefits set forth in this Section 5(c4(f)(iii) (other than the payment of the Accrued ObligationsObligations and the Annual Bonus under Section 4(f)(iii)(A)(2) of this Agreement) shall be forfeited.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for without Cause or Executive terminates Executive’s her employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination)Reason, this Agreement shall terminate without further obligations to Executive other than: (i) A. payment of the Accrued Obligations through Obligations, as described in Section 4(f)(i); B. payment of a pro rata share (determined on the effective basis of the number of days on which Executive was employed by the Company during the fiscal year in which the date of termination occurred) of the Target Bonus for the fiscal year in which the date of termination occurred, which shall be paid in a lump sum in cash within thirty (30) days of when annual incentive plan payments are regularly paid to similarly situated executives; and C. installment payments in accordance with the effective date of termination; (ii) payment of an amount equal Company’s regular payroll practices equivalent to one (1) times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination termination, subject to standard withholdings and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such monthauthorized deductions; provided, however, that as conditions a condition precedent to receiving the payments and benefits provided for in this Section 5(c4(f)(iii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a general release agreement that is satisfactory to the Company and RRI (the “Release”), and all rights of Executive thereunder or under applicable law to rescind or revoke the Release release shall have expired no later than the fortydate specified in such release, which shall either be twenty-five eight (4528) days or fifty-two (52) days, dependent upon the circumstances, after the date of terminationtermination (the “Release Condition”). If Executive fails to timely execute a Releasesatisfy the Release Condition, all payments and benefits set forth in this Section 5(c4(f)(iii) (other than the payment of the Accrued Obligations) shall be forfeited; provided, further, notwithstanding any other provision contained in this Agreement, if Executive receives severance payments and benefits under the Red Xxxxx Gourmet Burgers, Inc. Executive Change in Control Severance Plan (as such plan may be modified, amended and/or restated from time to time) (the “Executive CIC Severance Plan”), Executive shall have no right to receive the payments and benefits under this Section 4(f)(iii). For purposes of the Executive CIC Severance Plan, insofar as it is applicable to Executive: (x) the Release Agreement (as defined in the Executive CIC Severance Plan) shall be replaced with (and all references therein shall be deemed to refer to) the Release (as defined in this Agreement); and (y) the definitions of Cause and Good Reason (each as defined in the Executive CIC Severance Plan) shall be replaced with the definition of Cause and Good Reason (each as defined in this Agreement).

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period Term the Company terminates Executive’s employment for any reason other than for Cause Cause, death or Disability or if Executive terminates Executive’s his employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination)Reason, this Agreement shall terminate without further obligations to Executive other thanthen: (i) payment of The Company shall pay Executive the Accrued Obligations through Obligation within 30 days following the effective date of termination in a lump sum in cash within thirty (30) days six month anniversary of the effective date Date of terminationTermination; (ii) payment of an amount equal to one times the sum of (A) The Executive’s Annual Base Salary as in effect immediately prior to Bonus for the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date Date of termination occurs for which bonuses have been paid or are payableTermination occurs, payable in equal installments over a period consisting if any, earned by the achievement of twelve (12) months following the effective date of termination (such payments to be made in accordance with performance goals set under the Company’s normal payroll practices) Annual Incentive Plan and paid at the same time the Company pays bonuses to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of similarly situated employees under such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting periodplan; (iii) The Company shall pay to Executive, within 30 days following the six month anniversary of the Date of Termination, a lump sum cash amount (subject to the minimum applicable federal, state or local lump sum withholding requirements, if any) equal to two times (except in the effective date case of such a termination is prior to July 1, 2014, payment of Executive’s employment after or in full on the earlier of (A) September 12, 2014 or (B) connection with a Change in of Control (as defined in the 2014 Bonus ProgramSeverance Agreement), in which case the lump sum cash amount shall equal three times) the sum of: 1. Executive’s Base Salary (as in effect as of the Date of Termination); and 2. an amount equal to Executive’s pro rata portion target annual bonus percentage then in effect multiplied by the Executive’s Base Salary. (iv) All equity-based awards then held by Executive shall immediately become fully vested, other than those awards generated under the LTIP; provided that, for purposes of the Bonus Amount LTIP (and any awards granted under that plan) Executive’s age plus years of service shall be deemed to equal 75, and the termination shall be treated as defined in the 2014 Bonus Program) that otherwise would have been payable to if Executive retired under the 2011-2014 Bonus Program established LTIP and any share unit agreements that the Company granted under the Company’s Performance Pay Plan (LTIP. Executive shall have the “2014 Bonus Program”) had Executive’s employment not been terminated prior right to full payment thereof, which pro rata portion shall be calculated by dividing exercise any options until the number expiration date of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096option; and (ivv) monthly payments For 24 months following the Date of Termination, Executive (and, if applicable under the applicable benefit plan, his spouse and family) shall remain covered by the employee benefit plans (such as medical, dental, pharmaceutical and vision plans) that covered him (or reimbursement them) immediately prior to the Date of Termination as if he had remained in employment during the 24-month period; provided, that there shall be excluded for this purpose any plan that provides for payment for time not worked (such as vacation, pension, 401(k), perquisite and long-and short-term disability plans). If Executive’s participation in any plan is barred, the Company shall arrange to provide Executive with substantially similar benefits. Any medical, dental, pharmaceutical or vision coverage for such 24-month period shall become secondary for Executive (or his spouse) upon the earlier of the cost of continuing coverage under COBRA date on which Executive (or similar state law (his spouse) begins to be made no later than covered by a comparable coverage that a new employer provides or the last day of the month following the month for earliest date on which the payment Executive (or reimbursement his spouse) is made)enrolled in Medicare or a comparable government program. The Company agrees that, for Executive and if Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance employment with the requirements of each such plan (provided that Company terminates for any reason during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicarethe Term, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible required to receive such coverage under COBRA for seek other employment or to attempt in any month during such twelve month period, then the Company shall pay way to reduce any amounts payable to Executive on pursuant to this Section 8. Except with respect to the first day benefits pursuant to Section 8(e)(v), the amount of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits any payment or benefit provided for in this Agreement shall not be reduced by any compensation Executive earns as the result of another employer employing Executive or by retirement benefits. Payments to Executive under this Section 5(c) 8 (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeited.are contingent upon Executive’s execution of a release substantially in the form of Exhibit A.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause or Executive terminates Executive’s employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination), this Agreement shall terminate without further obligations to Executive other than: (i) payment of Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iviii) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeited.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause and this Agreement pursuant to Section 4.1 (Without Cause, Upon Notice) or Executive terminates Executive’s employment and this Agreement pursuant to Section 4.4 (for Good Reason during the Employment Period (in either case other than in a Change in Control TerminationReason), this subject to Executive’s continued compliance with Executive’s obligations under the Restrictive Covenant Agreement then the Company shall terminate without further obligations pay Executive the Accrued Obligations and subject to Section 5.5 (Required Release), Executive shall be entitled to the following: 5.2.1 pay Executive an amount equal to Nine (9) months of Executive’s then current monthly base salary (less applicable taxes and withholdings (the “Severance Period”), payable in substantially equal monthly installments on the same payroll schedule applicable to Executive other than: immediately prior to Executive’s separation from service and commencing on the first such payroll date on or following the date on which the release of claims required by Section 5.5 becomes effective and non-revocable, but not later than ninety (i90) days following termination from employment; provided however that if the 90th day following Executive’s termination from employment occurs in the year following the year in which Executive’s termination occurs, then the payments shall commence no earlier than January 1 of such subsequent year and provided further that if such payments commence in such subsequent year, the first such payment of Accrued Obligations through the effective date of termination in shall be a lump sum in cash an amount equal to the payments that would have come due since Executive’s separation from service, and 5.2.2 If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), during the Severance Period, the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by the Executive and the monthly premium amount paid by Executive immediately prior to the date that Executive’s employment terminated. Such reimbursement shall be paid to the Executive on or before the tenth (10th) day of the month immediately following the month in which the Executive timely remits the premium payment, with such reimbursements to commence when the payments under Section 5.2.1 commence. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelfth-month anniversary of the Separation Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company's making payments under this Section 5.2.2 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2.2 in a manner as is necessary to comply with the ACA. Executive shall provide the Company with notice of subsequent employment and comparable coverage within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first commencement of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeitedcomparable coverage.

By the Company Without Cause or by Executive for Good Reason. If If, during the Employment Period the Company terminates Term, Executive’s employment for any reason other than for with the Company and its affiliates is terminated by the Company without Cause or Executive terminates by Executive’s employment resignation for Good Reason during the Employment Period (as each such term is defined in either case other than in a Change in Control TerminationSection 3 below), this Agreement subject to the Executive’s execution of a general waiver and release of claims agreement substantially in the form attached hereto as Exhibit A, and subject to the Executive’s compliance with the terms of Exhibit B attached hereto, Executive shall terminate without further obligations be entitled to Executive other thanreceive: (i) a cash severance payment equal to [ ] times the Executive’s annual rate of Accrued Obligations through base salary, as in effect prior to the effective date on which such termination occurs (or, if higher, as in effect prior to the occurrence identified in Section 3(c)(ii)), payable in equal installments, in accordance with the normal payroll practices of the Company over the twelve (12) month period following the date of termination (the “Severance Period”); provided, however, that such severance payment shall be in a lump sum in cash within thirty (30) days lieu of notice or any other severance benefits to which the effective date of termination;Executive might otherwise be entitled; and (ii) payment the annual cash bonus that the Executive would have received, if the Executive had remained employed by the Company through the end of an amount equal the fiscal year of the Company in which such termination occurs (with the determination of the amount, if any, of such bonus based on the Company’s performance in relation to one times the sum applicable performance targets previously established by the Company for such fiscal year, as determined in good faith by the Compensation Committee of the Board of Supervisory Directors of VNU Group B.V.), multiplied by the Pro-Rate Factor (as defined in Section 3 below) (as applicable to the Executive’s employment with the Company) and paid at such time as the annual cash bonus would otherwise have been paid to the Executive; (iii) continuation of the Executive’s coverage under the Company’s health and welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the date of termination, to the extent permitted under the terms of such plans and programs, until the earlier to occur of (Ai) Executive’s Annual Base Salary the end of the Severance Period and (ii) the date on which the Executive receives comparable health and welfare benefits from any subsequent employer; provided that, to the extent that the Company is unable to continue such benefits because the terms of such plan or program does not so permit, or if such continuation would violate Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall then provide the Executive with an economically equivalent benefit or payment determined on (to the extent health and welfare benefit plans and programs in effect which the Executive was entitled to participate immediately prior to the date of termination and (Bwere non-taxable to the Executive) an amount equal to the highest annual average of the Annual Bonuses after-tax basis; (iv) all earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which and unpaid and/or vested, nonforfeitable amounts owing or accrued at the date of Executive’s termination occurs for of employment (include any earned but unpaid base salary) under any compensation and benefit plans, programs, and arrangements of the Company and its affiliates in which bonuses have been paid or are payableExecutive theretofore participated, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on terms and conditions of the first payroll date following the sixtieth (60th) day after termination of employmentplans, programs, and with the first of arrangements (and agreements and documents thereunder) pursuant to which such payments to include any regularly scheduled payments that compensation and benefits were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 granted or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096accrued; and (ivv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for any unreimbursed business expenses properly incurred by Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible Company policy prior to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeited.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for without Cause or Executive terminates Executive’s his employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination)Reason, this Agreement shall terminate without further obligations to Executive other than: (iA) payment of the Accrued Obligations through and a pro rata share of the effective Annual Bonus for the fiscal year in which the date of termination occurred, each, as described in a lump sum in cash within thirty (30) days of the effective date of termination;Section 4(f)(i); and (iiB) payment of an amount equal to one the equivalent of two times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and termination, which shall be paid in substantially equal installments for the twenty-four (B24) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which month period following the date of termination occurs for which bonuses have been paid or are payabletermination, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments subject to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, standard withholdings and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting periodother authorized deductions; (iiiC) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion immediate vesting of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011Sign-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096On Equity Award; and (ivD) monthly payments (or reimbursement to upon Executive) ’s timely election of the cost of continuing continuation coverage under COBRA or similar state law the Consolidated Omnibus Budget Reconciliation Act of 1985 (to be made no later than the last day of the month following the month for which the payment or reimbursement is made“COBRA”), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medicalas amended, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of in a lump sum in cash within thirty (30) days after such month election an amount equal to the product of (x) the portion of premiums of Executive’s group health insurance, including coverage for Executive’s eligible dependents, that which the Company would otherwise have been obligated paid immediately prior to pay to provide COBRA coverage for Executive his date of termination and Executive’s spouse (if so electedy) for such montheighteen (18); provided, however, that as conditions a condition precedent to receiving the payments and benefits provided for in this Section 5(c4(f)(iii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a general release agreement in substantially the form attached as Exhibit A hereto (the “Release”), and all rights of Executive thereunder or under applicable law to rescind or revoke the Release release shall have expired no later than the fortydate specified in such release, which shall either be twenty-five eight (4528) days or fifty-two (52) days, dependent upon the circumstances, after the date of terminationtermination (the “Release Condition”). For the avoidance of doubt, the payments contemplated by Section 4(f)(iii)(B) shall be paid, subject to satisfaction of the Release Condition, in substantially equal installments on regularly scheduled payroll dates beginning on the first payroll date that is sixty (60) days after Executive experiences a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”); provided, that such first payment shall be a lump sum payment equal to the amount of all payments due from the date of such termination through the date of such first payment. If Executive fails to timely execute a Releasesatisfy the Release Condition, all payments and benefits set forth in this Section 5(c4(f)(iii) (other than the payment of the Accrued Obligations) shall be forfeited; provided, further, notwithstanding any other provision contained in this Agreement, if Executive receives severance payments and benefits under the Red Xxxxx Gourmet Burgers, Inc. Executive Change in Control Severance Plan (as such plan may be modified, amended and/or restated from time to time) (the “Executive CIC Severance Plan”, Executive shall have no right to receive the payments and benefits under this Section 4(f)(iii). For purposes of the Executive CIC Severance Plan, insofar as it is applicable to Executive: (x) the Release Agreement (as defined in the Executive CIC Severance Plan) shall be replaced with (and all references therein shall be deemed to refer to) the Release (as defined in this Agreement); (y) the Cash Severance Multiplier (as defined in the Executive CIC Severance Plan) shall be 2.0 (not 3.0); and (z) the definitions of Cause and Good Reason (each as defined in the Executive CIC Severance Plan) shall be replaced with the definition of Cause and Good Reason (each as defined in this Agreement).

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period Term the Company terminates Executive’s employment for any reason other than for Cause Cause, death or Disability or if Executive terminates Executive’s his employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination)Reason, this Agreement shall terminate without further obligations to Executive other thanthen: (i) payment of The Company shall pay Executive the Accrued Obligations through Obligation within 30 days following the effective date of termination in a lump sum in cash within thirty (30) days six month anniversary of the effective date Date of terminationTermination; (ii) payment of an amount equal to one times the sum of (A) Executive’s The Company shall pay Executive his target Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive Bonus for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date Date of termination occurs for which bonuses have Termination occurred as if the target had been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting periodexactly met; (iii) The Company shall pay to Executive, within 30 days following the six month anniversary of the Date of Termination, a lump sum cash amount (subject to the minimum applicable federal, state or local lump sum withholding requirements, if any) equal to two times (except in the effective date case of such a termination is prior to July 1, 2014, payment of Executive’s employment after or in full on the earlier of (A) September 12, 2014 or (B) connection with a Change in of Control (as defined in the 2014 Bonus ProgramSeverance Agreement), in which case the lump sum cash amount shall equal three times) of an amount equal to the sum of: (1) Executive’s pro rata portion Base Salary (as in effect as of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number Date of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096Termination); and (2) Executive’s Annual Bonus in effect for the year that includes the Date of Termination, calculated at the target percentage then in effect multiplied by Executive’s Base Salary; (iv) monthly payments All equity-based awards then held by Executive shall immediately become fully vested, other than those awards generated under the LTIP; provided that, for purposes of the LTIP (and any awards granted under that plan) Executive’s age plus years of service shall be deemed to equal 75, and the termination shall be treated as if Executive retired under the LTIP and any share unit agreements that the Company granted under the LTIP. Executive shall have the right to exercise any options until the expiration date of the option; and (v) For 24 months following the Date of Termination, Executive (and, if applicable under the applicable benefit plan, his spouse and family) shall remain covered by the employee benefit plans (such as medical, dental, pharmaceutical and vision plans) that covered him (or reimbursement them) immediately prior to the Date of Termination as if he had remained in employment during the 24-month period; provided, that there shall be excluded for this purpose any plan that provides for payment for time not worked (such as vacation, pension, 401(k), perquisite and long-and short-term disability plans). If Executive’s participation in any plan is barred, the Company shall arrange to provide Executive with substantially similar benefits. Any medical, dental, pharmaceutical or vision coverage for such 24-month period shall become secondary for Executive (or his spouse) upon the earlier of the cost of continuing coverage under COBRA date on which Executive (or similar state law (his spouse) begins to be made no later than covered by a comparable coverage that a new employer provides or the last day of the month following the month for earliest date on which the payment Executive (or reimbursement his spouse) is made)enrolled in Medicare or a comparable government program. The Company agrees that, for Executive and if Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance employment with the requirements of each such plan (provided that Company terminates for any reason during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicarethe Term, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible required to receive such coverage under COBRA for seek other employment or to attempt in any month during such twelve month period, then the Company shall pay way to reduce any amounts payable to Executive on pursuant to this Section 8. Except with respect to the first day benefits pursuant to Section 8(e)(v), the amount of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits any payment or benefit provided for in this Agreement shall not be reduced by any compensation Executive earns as the result of another employer employing Executive or by retirement benefits. Payments to Executive under this Section 5(c) 8 (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeited.are contingent upon Executive’s execution of a release substantially in the form of Exhibit A.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period Except as otherwise provided in Section 11, if either the Company terminates Executive’s employment for any reason other than for Cause without Cause, or Executive terminates Executive’s his employment for Good Reason during Reason, then the Employment Period (in either case other than in a Change in Control Termination), this Agreement Company shall terminate without further obligations pay and provide to Executive other thanthe following benefits: (i) a payment of Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one 1.5 times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an the average annual bonus amount equal paid Executive for the past two fiscal years (or, if the termination occurs prior to the highest annual average second anniversary of the Annual Bonuses earned by date Executive commences employment at the Company, sixty percent (60%) of the Target Bonus Amount for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding year of termination). Subject to the fiscal year in which the date holdback and interest provisions of termination occurs for which bonuses have been paid or are payableSection 23, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to payment shall be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination following Executive’s Separation from Service provided that the Release required under Section 10(e) has become effective during such sixty (60)-day period following any applicable revocation period; (ii) the restrictions on that number of employmentshares of time-based vesting equity awards, including restricted stock and stock options, shall immediately lapse as would otherwise have lapsed if Executive had remained employed with the first Company for a period through the date that is twelve (12) months from the date of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting periodtermination; (iii) if the effective date of such termination is prior provided that Executive and/or his eligible dependents timely elects to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established continue their healthcare coverage under the Company’s Performance Pay Plan group health plan pursuant to the Consolidated Omnibus Reconciliation Act (“COBRA”), the “2014 Bonus Program”Company shall reimburse Executive for the costs incurred to obtain such continued coverage for himself and his eligible dependents for a period of twelve months measured from the termination date. In order to obtain reimbursement for such healthcare coverage costs, Executive shall submit appropriate evidence to the Company of each periodic payment within thirty (30) had days after the payment date, and the Company shall within thirty (30) days after such submission reimburse Executive for that payment. During the period such healthcare coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of coverage costs eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of coverage costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no coverage costs shall be reimbursed after the close of the calendar year following the calendar year in which those coverage costs were incurred; and (iii) Executive’s employment right to the reimbursement of such coverage costs cannot been terminated prior be liquidated or exchanged for any other benefit. To the extent the reimbursed coverage costs constitute taxable income to full payment thereofExecutive, which pro rata portion the Company shall report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, and any remaining tax liability shall be calculated by dividing Executive’s sole responsibility, provided that the number of days reimbursed coverage costs shall not be considered as taxable income to Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096if such treatment is permissible under applicable law; and (iv) monthly payments (or reimbursement to Executive) waiver of the cost of continuing coverage under COBRA or similar state law (requirement, if any, to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under repay relocation benefits as otherwise required by the Company’s then existing medical, dental and prescription insurance plans for a period equal Relocation Policy with such waiver to occur on the lesser of sixtieth (A60th) the duration of such coverage or (B) twelve months; day following Executive’s Separation from Service provided that the Release required under Section 10(e) has become effective during such sixty (A) Executive elects such continuing coverage 60)-day period following any applicable revocation period. For purposes of this Agreement, "Separation from Service" shall mean Executive’s separation from service as determined in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment 409A of the Accrued Obligations), Executive shall first execute Internal Revenue Code (“Code”) and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment standards of the Accrued Obligations) shall be forfeitedTreasury Regulations issued thereunder.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause or Executive terminates Executive’s employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination), this Agreement shall terminate without further obligations to Executive other than: (i) payment of Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination; (ii) if Executive’s employment is terminated at least six (6) months after the beginning of the fiscal year, payment of the Pro Rata Bonus for that fiscal year; (iii) payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) ; provided that if Executive’s employment is terminated in 2016, 2017 or 2018, then the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or amount payable under subparagraph (B) a Change in Control (as defined shall be calculated using, for each of the prior three fiscal years in the 2014 applicable period, a percentage of Executive’s target Annual Bonus Program) of an amount equal to Executive’s pro rata portion the average percentage of the target Annual Bonus Amount (as defined in earned by each of the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established Company’s other named executive officers under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096annual bonus plan for each such year; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeited.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause or Executive terminates Executive’s employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination)Term, this Agreement shall terminate without further obligations to Executive other than: (i) payment of Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately but prior to the date occurrence of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in Section 7) Executive’s employment is terminated by the 2014 Bonus ProgramCompany other than for Cause and not as a result of Executive’s death or Disability, or Executive’s employment is terminated by Executive for Good Reason, then Executive shall receive the following benefits and compensation from the Company: (i) the Company shall pay Executive the Accrued Obligation within 30 days following the date of an amount Executive’s date of termination or such earlier date as may be required by law; (ii) the Company shall pay Executive a lump-sum payment consisting of 2.5 times the sum of Executive’s Base Salary plus the average annual cash bonus received by Executive for the three years prior to the date of termination, payable on the 60th day following Executive’s date of termination; (iii) the Company shall pay Executive a lump-sum payment equal to Executive’s pro rata portion of annual cash bonus based on actual results for the Bonus Amount (as defined year in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had which Executive’s employment not been terminated prior to full payment thereofdate of termination occurs multiplied by a fraction, the numerator of which pro rata portion shall be calculated by dividing is the number of days Executive was employed by the Company during the Performance Period year of the termination and the denominator of which is 365, payable at the same time as annual cash bonuses are paid to active employees; (iv) Parent will cause all unvested options and restricted stock awards, previously granted by Parent to Executive, to vest on the 60th day following Executive’s date of termination; (v) Executive shall be entitled to receive a number of shares of Parent common stock in an amount equal to the amount of any performance units, previously granted to Executive, that would have vested at the end of the applicable performance period based on actual results, payable at the same time as defined in if Executive had remained employed through the 2014 Bonus Program) by 1,096end of the applicable performance period; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (Avi) the duration of such coverage or (B) twelve months; provided that (A) Company shall pay Executive elects such continuing coverage the Benefit Obligation at the times specified in and in accordance with the requirements terms of each such plan (provided that during any period when Executive is eligible the applicable employee benefit plans and compensation arrangements. Notwithstanding the foregoing, neither Executive, nor his estate, shall be permitted to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, specify the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that taxable year in which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for a payment described in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations6(b) shall be forfeitedpaid.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period Term, but prior to the occurrence of a Change in Control of the Company terminates (as defined in Section 7) Executive’s employment for any reason is terminated by the Company other than for Cause and not as a result of Executive’s death or Executive terminates Disability, or Executive’s employment is terminated by Executive for Good Reason during Reason, then Executive shall receive the Employment Period (in either case other than in a Change in Control Termination), this Agreement shall terminate without further obligations to Executive other thanfollowing benefits and compensation from the Company: (i) payment the Company shall pay Executive the Accrued Obligation within 30 days following the date of Accrued Obligations through the effective Executive’s date of termination in or such earlier date as may be required by law; (ii) the Company shall pay Executive a lump lump-sum in payment consisting of 2.5 times the sum of Executive’s Base Salary plus the average annual cash within thirty (30) days bonus received by Executive for the three years prior to the date of termination, payable on the effective 60th day following Executive’s date of termination; (iiiii) the Company shall pay Executive a lump-sum payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to annual cash bonus based on actual results for the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the Executive’s date of termination occurs for multiplied by a fraction, the numerator of which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed by the Company during the Performance Period year of the termination and the denominator of which is 365, payable at the same time as annual cash bonuses are paid to active employees; (iv) the Company will cause all unvested options, restricted stock awards and restricted stock units, previously granted by the Company to Executive, to vest on the 60th day following Executive’s date of termination; (v) Executive shall be entitled to receive a number of shares of Company common stock in an amount equal to the amount of any performance units, previously granted to Executive, that would have vested at the end of the applicable performance period based on actual results, payable at the same time as defined in if Executive had remained employed through the 2014 Bonus Program) by 1,096end of the applicable performance period; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (Avi) the duration of such coverage or (B) twelve months; provided that (A) Company shall pay Executive elects such continuing coverage the Benefit Obligation at the times specified in and in accordance with the requirements terms of each such plan (provided that during any period when Executive is eligible the applicable employee benefit plans and compensation arrangements. Notwithstanding the foregoing, neither Executive, nor his estate, shall be permitted to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, specify the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that taxable year in which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for a payment described in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations6(b) shall be forfeitedpaid.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause and this Agreement pursuant to Section 4.1 (Without Cause, Upon Notice) or Executive terminates Executive’s employment and this Agreement pursuant to Section 4.4 (for Good Reason during the Employment Period (in either case other than in a Change in Control TerminationReason), this subject to Executive’s continued compliance with Executive’s obligations under the Restrictive Covenant Agreement then the Company shall terminate without further obligations pay Executive the Accrued Obligations and subject to Section 5.5 (Required Release), Executive shall be entitled to the following: 5.2.1 pay Executive an amount equal to twelve (12) months of Executive’s then current monthly base salary (less applicable taxes and withholdings) (referred to as the “Severance Period”), payable in substantially equal monthly installments on the same payroll schedule applicable to Executive other than: immediately prior to Executive’s separation from service and commencing on the first such payroll date on or following the date on which the release of claims required by Section 5.5 becomes effective and non-revocable, but not later than ninety (i90) days following termination from employment; provided however that if the 90th day following Executive’s termination from employment occurs in the year following the year in which Executive’s termination occurs, then the payments shall commence no earlier than January 1 of such subsequent year and provided further that if such payments commence in such subsequent year, the first such payment of Accrued Obligations through the effective date of termination in shall be a lump sum in cash an amount equal to the payments that would have come due since Executive’s separation from service, and 5.2.2 If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), during the Severance Period, the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by the Executive for and the monthly premium amount paid by Executive immediately prior to the date that Executive’s employment terminated. Such reimbursement shall be paid to the Executive on or before the tenth (10th) day of the month immediately following the month in which the Executive timely remits the premium payment, with such reimbursements to commence when the payments under Section 5.2.1 commence. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelfth-month anniversary of the Separation Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.2.2 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2.2 in a manner as is necessary to comply with the ACA. Executive shall provide the Company with notice of subsequent employment and comparable coverage within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first commencement of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeitedcomparable coverage.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for without Cause or Executive terminates Executive’s his employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination)Reason, this Agreement shall terminate without further obligations to Executive other than: (iA) payment of the Accrued Obligations through Obligations, as described in Section 4(f)(i); (B) payment of a pro rata share (determined on the effective basis of the number of days on which Executive was employed by the Company during the fiscal year in which the date of termination occurred) of the Annual Bonus under Section 3(c) for the fiscal year in which the date of termination occurred that has been Earned based on actual performance, which shall be paid in a lump sum in cash within thirty (30) days of the effective date of terminationwhen annual incentive plan payments are regularly paid to similarly situated executives; (iiC) payment of an amount equal installment payments in accordance with the Company’s regular payroll practices equivalent to one (1) times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination termination, subject to standard withholdings and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096other authorized deductions; and (ivD) monthly payments (or reimbursement to upon Executive) ’s timely election of the cost of continuing continuation coverage under COBRA or similar state law the Consolidated Omnibus Budget Reconciliation Act of 1985 (to be made no later than the last day of the month following the month for which the payment or reimbursement is made“COBRA”), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medicalas amended, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of in a lump sum in cash within thirty (30) days after such month election an amount equal to the product of (x) the portion of premiums of Executive’s group health insurance, including coverage for Executive’s eligible dependents, if any, that which the Company would otherwise have been obligated paid immediately prior to pay to provide COBRA coverage for Executive his date of termination and Executive’s spouse (if so electedy) for such monthtwelve (12); provided, however, that as conditions a condition precedent to receiving the payments and benefits provided for in this Section 5(c4(f)(iii) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company and RRI a general release agreement that is satisfactory to the Company and RRI (the “Release”), and all rights of Executive thereunder or under applicable law to rescind or revoke the Release release shall have expired no later than the fortydate specified in such release, which shall either be twenty-five eight (4528) days or fifty-two (52) days, dependent upon the circumstances, after the date of terminationtermination (the “Release Condition”). If Executive fails to timely execute a Releasesatisfy the Release Condition, all payments and benefits set forth in this Section 5(c4(f)(iii) (other than the payment of the Accrued Obligations) shall be forfeited; provided, further, notwithstanding any other provision contained in this Agreement, if Executive receives severance payments and benefits under the Red Xxxxx Gourmet Burgers, Inc. Executive Change in Control Severance Plan (as such plan may be modified, amended and/or restated from time to time) (the “Executive CIC Severance Plan”), Executive shall have no right to receive the payments and benefits under this Section 4(f)(iii). For purposes of the Executive CIC Severance Plan, insofar as it is applicable to Executive: (x) the Release Agreement (as defined in the Executive CIC Severance Plan) shall be replaced with (and all references therein shall be deemed to refer to) the Release (as defined in this Agreement); and (y) the definitions of Cause and Good Reason (each as defined in the Executive CIC Severance Plan) shall be replaced with the definition of Cause and Good Reason (each as defined in this Agreement).

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause or Executive terminates Executive’s employment for Good Reason during the Employment Period (in either case other than in a Change in Control Termination), this Agreement shall terminate without further obligations to Executive other than: (i) payment of Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one and a half times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve eighteen (1218) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve eighteen (18) months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve eighteen (18) month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeited.

By the Company Without Cause or by Executive for Good Reason. If If, during the Employment Period the Company terminates Term, Executive’s employment for any reason other than for with the Company and its affiliates is terminated by the Company without Cause or Executive terminates by Executive’s employment resignation for Good Reason during the Employment Period (as each such term is defined in either case other than in a Change in Control TerminationSection 3 below), this Agreement subject to the Executive’s execution of a general waiver and release of claims agreement substantially in the form attached hereto as Exhibit A, and subject to the Executive’s compliance with the terms of Exhibit B attached hereto, Executive shall terminate without further obligations be entitled to Executive other thanreceive: (i) a cash severance payment equal to two (2) times the Executive’s annual rate of Accrued Obligations through base salary, as in effect prior to the effective date on which such termination occurs (or, if higher, as in effect prior to the occurrence identified in Section 3(c)(ii)), payable in equal installments, in accordance with the normal payroll practices of the Company over the twenty-four (24) month period following the date of termination (the “Severance Period”); provided, however, that such severance payment shall be in a lump sum in cash within thirty (30) days lieu of notice or any other severance benefits to which the effective date of termination;Executive might otherwise be entitled; and (ii) payment the annual cash bonus that the Executive would have received, if the Executive had remained employed by the Company through the end of an amount equal the fiscal year of the Company in which such termination occurs (with the determination of the amount, if any, of such bonus based on the Company’s performance in relation to one times the sum applicable performance targets previously established by the Company for such fiscal year, as determined in good faith by the Compensation Committee of the Board of Supervisory Directors of The Xxxxxxx Company B.V.), multiplied by the Pro-Rate Factor (as defined in Section 3 below) (as applicable to the Executive’s employment with the Company) and paid at such time as the annual cash bonus would otherwise have been paid to the Executive; (iii) continuation of the Executive’s coverage under the Company’s health and welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the date of termination, to the extent permitted under the terms of such plans and programs, until the earlier to occur of (Ai) Executive’s Annual Base Salary the end of the Severance Period and (ii) the date on which the Executive receives comparable health and welfare benefits from any subsequent employer; provided that, to the extent that the Company is unable to continue such benefits because the terms of such plan or program does not so permit, or if such continuation would violate Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall then provide the Executive with an economically equivalent benefit or payment determined on (to the extent health and welfare benefit plans and programs in effect which the Executive was entitled to participate immediately prior to the date of termination and (Bwere non-taxable to the Executive) an amount equal to the highest annual average of the Annual Bonuses after-tax basis; (iv) all earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which and unpaid and/or vested, nonforfeitable amounts owing or accrued at the date of Executive’s termination occurs for of employment (include any earned but unpaid base salary) under any compensation and benefit plans, programs, and arrangements of the Company and its affiliates in which bonuses have been paid or are payableExecutive theretofore participated, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on terms and conditions of the first payroll date following the sixtieth (60th) day after termination of employmentplans, programs, and with the first of arrangements (and agreements and documents thereunder) pursuant to which such payments to include any regularly scheduled payments that compensation and benefits were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 granted or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096accrued; and (ivv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for any unreimbursed business expenses properly incurred by Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible Company policy prior to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeited.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause and this Agreement pursuant to Section 4.1 (Without Cause, Upon Notice) or Executive terminates Executive’s employment and this Agreement pursuant to Section 4.4 (for Good Reason Reason), subject to Executive’s continued compliance with Executive’s obligations under the Restrictive Covenant Agreement then the Company shall pay Executive the Accrued Obligations and subject to Section 5.5 (Required Release), Executive shall be entitled to the following; provided, however, if the Separation Date occurs for the reasons set forth in this Section 5.2 within two (2) years following the Effective Date, Executive shall be entitled to the payments and benefits set forth in Section 5.3 in lieu of any payments or benefits under Section 5.2, subject to the conditions set forth therein: 5.2.1 pay Executive an amount equal to eighteen (18) months of Executive’s then current monthly Annual Base Salary (less applicable taxes and withholdings) (the “Severance Amount”), payable in substantially equal monthly installments on the same payroll schedule applicable to Executive immediately prior to Executive’s separation from service and over the eighteen month period (the “Severance Period”) commencing on the first such payroll date on or following the Release Effective Date (as defined in Section 5.5 below), but not later |US-DOCS\146536256.4|| than seventy (70) days following the Separation Date; provided however that if the 70th day following the Separation Date occurs in the year following the year in which the Separation Date occurs, then the payments shall commence no earlier than January 1 of such subsequent year and provided further that the first such payment shall be a lump sum payment in an amount equal to any portion of the Severance Amount that exceeds two times the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Date of Termination occurs and the remainder of the Severance Amount shall be paid over the remainder of the eighteen (18) month period; 5.2.2 an amount equal to one and a half (1.5) times the Target Annual Bonus, payable in lump sum no later than seventy (70) days following the Separation Date; 5.2.3 If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), during the Employment Period Severance Period, the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by the Executive and the monthly premium amount paid by Executive immediately prior to the date that Executive’s employment terminated. Such reimbursement shall be paid to the Executive on or before the tenth (10th) day of the month immediately following the month in either case other than in a Change in Control Termination)which the Executive timely remits the premium payment, this Agreement with such reimbursements to commence when the payments under Section 5.2.1 commence. Executive shall terminate without further obligations be eligible to Executive other than: receive such reimbursement until the earliest of: (i) payment the end of Accrued Obligations through the effective Severance Period; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company's making payments under this Section 5.2.3 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or result in the imposition of termination penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2.3 in a lump sum in cash manner as is necessary to comply with the ACA. Executive shall provide the Company with notice of subsequent employment and comparable coverage within thirty (30) days of the effective date commencement of terminationsuch comparable coverage; (ii) payment of an amount equal to one times the sum of (A) 5.2.4 Executive’s Annual Base Salary unvested time-based equity grants shall vest as in effect of the Separation Date with respect to that portion of such unvested time-based equity grants that would have vested within the twenty-five (25) month period immediately prior following the Separation Date based solely on the passage of time had Executive remained employed by the Company through such period, provided that such equity shall remain subject to the date of termination other terms and (B) an amount equal to the highest annual average conditions of the Annual Bonuses earned by Executive for performance in applicable Company incentive award plan(s) and individual award agreement(s); and 5.2.5 The right to exercise any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments outstanding and vested stock options to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on purchase Company common stock until the earlier of (Aa) September 12the date one (1) year following the Separation Date (two (2) years if the Separation Date occurs within two (2) years following the Effective Date), 2014 (b) the maximum term of the applicable stock option, and (c) unless such options are assumed or (B) substituted in the Change in Control, the date of a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeitedControl.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period the Company terminates Executive’s employment for any reason other than for Cause and this Agreement pursuant to Section 4.1 (Without Cause, Upon Notice) or Executive terminates Executive’s employment and this Agreement pursuant to Section 4.4 (for Good Reason during the Employment Period (in either case other than in a Change in Control TerminationReason), this subject to Executive’s continued compliance with Executive’s obligations under the Restrictive Covenant Agreement then the Company shall terminate without further obligations pay Executive the Accrued Obligations and subject to Section 5.5 (Required Release), Executive shall be entitled to the following: 5.2.1 An amount equal to 1.0x Executive’s then current Base Salary (less applicable taxes and withholdings), payable in substantially equal monthly installments on the same payroll schedule applicable to Executive other than: immediately prior to Executive’s separation from service and over the twelve (i12) month period commencing on the first such payroll date on or following the Release Effective Date (as defined in Section 5.5 below), but not later than ninety (90) days following the Separation Date; provided, however, that if the 90th day following Separation Date occurs in the year following the year in which Separation Date occurs, then the payments shall commence no earlier than January 1st of such subsequent year and provided further that if such payments commence in such subsequent year, the first such payment of Accrued Obligations through the effective date of termination in shall be a lump sum in cash an amount equal to the payments missed between the Separation Date and the Release Effective Date; and 5.2.2 If Executive timely and properly elects to receive continued health coverage under the Company’s applicable group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall directly pay, or reimburse Executive for, the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on Executive’s Separation Date and ending upon the earliest of (i) the last day of the twelfth month following the Executive’s Separation Date, (ii) the date that Executive and/or Executive’s covered dependents become no longer eligible to receive COBRA or (iii) the date on which Executive becomes eligible to receive substantially similar coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility) (the “COBRA Continuation Period”). Notwithstanding the foregoing, if the Company's making payments under this Section 5.2.2 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2.2 in a manner as is necessary to comply with the ACA. Executive shall provide the Company with notice of subsequent employment and comparable coverage within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first commencement of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeitedcomparable coverage.

By the Company Without Cause or by Executive for Good Reason. If If, during the Employment Period Term, Executive’s active service with the Company terminates and its affiliates is terminated by the Company without Cause or by Executive’s employment for any reason other than for Cause or Executive terminates Executive’s employment resignation for Good Reason during the Employment Period (as each such term is defined in either case other than in a Change in Control TerminationSection 3 below), this Agreement subject to the Executive’s execution of a general waiver and release of claims agreement substantially in the form attached hereto as Exhibit A, and subject to the Executive’s compliance with the terms of Exhibit B attached hereto, Executive shall terminate without further obligations be entitled to Executive other thanreceive: (i) a cash severance payment equal to one (1) times the Executive’s annual rate of Accrued Obligations through base salary, as in effect prior to the effective date on which such termination occurs (or, if higher, as in effect prior to the occurrence identified in Section 3(c)(ii)), payable in equal installments, in accordance with the normal payroll practices of the Company over the twenty four (24) month period following the date of termination (the “Severance Period”); provided, however, that such severance payment shall be in a lump sum in cash within thirty (30) days lieu of notice or any other severance benefits to which the effective date of termination;Executive might otherwise be entitled; and (ii) payment the annual cash bonus that the Executive would have received, if the Executive had continued to provide services to the Company through the end of an amount equal the fiscal year of the Company in which such termination occurs (with the determination of the amount, if any, of such bonus based on the Company’s performance in relation to one times the sum applicable performance targets previously established by the Company for such fiscal year, as determined in good faith by the Compensation Committee of the Board of Supervisory Directors of The Xxxxxxx Company B.V.), multiplied by the Pro-Rate Factor (Aas defined in Section 3 below) (as applicable to the Executive’s Annual Base Salary service with the Company) and paid at such time as the annual cash bonus would otherwise have been paid to the Executive; (iii) continuation of the Executive’s coverage under the Company’s health and welfare benefit plans and programs in effect which the Executive was entitled to participate immediately prior to the date of termination or continued payments to the Executive of the cost thereof, as applicable, to the extent permitted under the terms of such plans and programs, until the earlier to occur of (i) the end of the Severance Period and (Bii) an amount equal the date on which the Executive receives comparable health and welfare benefits from any subsequent employer; provided that, to the highest annual average extent that the Company is unable to continue such benefits because the terms of such plan or program does not so permit, or if such continuation would violate Section 105(h) of the Annual Bonuses earned by Internal Revenue Code of 1986, as amended (the “Code”), the Company shall then provide the Executive for performance in any two consecutive fiscal years in with an economically equivalent benefit or payment determined on (to the last three completed fiscal years immediately preceding the fiscal year extent health and welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the date of termination occurs for were non-taxable to the Executive) an after-tax basis; (iv) all earned and unpaid and/or vested, nonforfeitable amounts owing or accrued at the date of Executive’s termination of service (include any earned but unpaid base salary) under any compensation and benefit plans, programs, and arrangements of the Company and its affiliates in which bonuses have been paid or are payableExecutive theretofore participated, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on terms and conditions of the first payroll date following the sixtieth (60th) day after termination of employmentplans, programs, and with the first of arrangements (and agreements and documents thereunder) pursuant to which such payments to include any regularly scheduled payments that compensation and benefits were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 granted or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096accrued; and (ivv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for any unreimbursed business expenses properly incurred by Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible Company policy prior to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeited.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period Except as otherwise provided in Section 11, if either the Company terminates Executive’s employment for any reason other than for Cause without Cause, or Executive terminates Executive’s his employment for Good Reason during Reason, then the Employment Period (in either case other than in a Change in Control Termination), this Agreement Company shall terminate without further obligations pay and provide to Executive other thanthe following benefits: (i) a payment of Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one 1.5 times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to the date of termination and (B) an the average bonus amount equal paid Executive for the past two fiscal years (or, if the termination occurs prior to the highest annual average second anniversary of the Annual Bonuses earned by date Executive commences employment at the Company, sixty percent (60%) of the Target Bonus Amount for performance in the year of termination). Subject to the holdback and interest provisions of Section 22, such payment shall be made within sixty (60) days following Executive’s Separation from Service provided that the Release required under Section 10(e) has become effective during such sixty (60)-day period following any two consecutive fiscal years in applicable revocation period; (ii) the last three completed fiscal years restrictions on that number of shares of time-based vesting equity awards, including restricted stock and stock options, shall immediately preceding lapse as would otherwise have lapsed if Executive had remained employed with the fiscal year in which Company for a period through the date of termination occurs for which bonuses have been paid or are payable, payable in equal installments over a period consisting of that is twelve (12) months following from the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting periodtermination; (iii) the restrictions on that number of shares of performance-based vesting restricted stock shall lapse as determined by the Compensation Committee in its sole discretion to represent the extent of progress, if any, toward attainment of the effective performance criteria as of the date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount termination; (as defined in the 2014 Bonus Programiv) that otherwise would have been payable provided Executive and/or his eligible dependents timely elects to Executive under the 2011-2014 Bonus Program established continue their healthcare coverage under the Company’s Performance Pay Plan group health plan pursuant to the Consolidated Omnibus Reconciliation Act (“COBRA”), the “2014 Bonus Program”Company shall reimburse Executive for the costs incurred to obtain such continued coverage for himself and his eligible dependents for a period of twelve months measured from the termination date. In order to obtain reimbursement for such healthcare coverage costs, Executive shall submit appropriate evidence to the Company of each periodic payment within thirty (30) had days after the payment date, and the Company shall within thirty (30) days after such submission reimburse Executive for that payment. During the period such healthcare coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of coverage costs eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of coverage costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no coverage costs shall be reimbursed after the close of the calendar year following the calendar year in which those coverage costs were incurred; and (iii) Executive’s employment right to the reimbursement of such coverage costs cannot been terminated prior be liquidated or exchanged for any other benefit. To the extent the reimbursed coverage costs constitute taxable income to full payment thereofExecutive, which pro rata portion the Company shall report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, and any remaining tax liability shall be calculated by dividing Executive’s sole responsibility, provided that the number of days reimbursed coverage costs shall not be considered as taxable income to Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096if such treatment is permissible under applicable law; and (ivv) monthly payments (or reimbursement to Executive) waiver of the cost of continuing coverage under COBRA or similar state law (requirement, if any, to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under repay relocation benefits as otherwise required by the Company’s then existing medical, dental and prescription insurance plans for a period equal Relocation Policy with such waiver to the lesser of occur within sixty (A60) the duration of such coverage or (B) twelve months; days following Executive’s Separation from Service provided that (Athe Release required under Section 14(f) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month has become effective during such twelve month sixty (60)-day period following any applicable revocation period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeited.

By the Company Without Cause or by Executive for Good Reason. If during the Employment Period Term, but prior to the occurrence of a Change in Control of the Company terminates (as defined in Section 7) Executive’s employment for any reason is terminated by the Company other than for Cause and not as a result of Executive’s death or Executive terminates Disability, or Executive’s employment is terminated by Executive for Good Reason during Reason, then Executive shall receive the Employment Period (in either case other than in a Change in Control Termination), this Agreement shall terminate without further obligations to Executive other than:following benefits and compensation from the Company: 5 (i) payment the Company shall pay Executive the Accrued Obligation within 30 days following the date of Accrued Obligations through the effective Executive’s date of termination in or such earlier date as may be required by law; (ii) the Company shall pay Executive a lump lump-sum in payment consisting of 2.5 times the sum of Executive’s Base Salary plus the average annual cash within thirty (30) days bonus received by Executive for the three years prior to the date of termination, payable on the effective 60th day following Executive’s date of termination; (iiiii) the Company shall pay Executive a lump-sum payment of an amount equal to one times the sum of (A) Executive’s Annual Base Salary as in effect immediately prior to annual cash bonus based on actual results for the date of termination and (B) an amount equal to the highest annual average of the Annual Bonuses earned by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding the fiscal year in which the Executive’s date of termination occurs for multiplied by a fraction, the numerator of which bonuses have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following the effective date of termination (such payments to be made in accordance with the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting period; (iii) if the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion of the Bonus Amount (as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan (the “2014 Bonus Program”) had Executive’s employment not been terminated prior to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed by the Company during the Performance Period year of the termination and the denominator of which is 365, payable at the same time as annual cash bonuses are paid to active employees; (iv) the Company will cause all unvested options and restricted stock awards, previously granted by the Company to Executive, to vest on the 60th day following Executive’s date of termination; (v) Executive shall be entitled to receive a number of shares in an amount equal to the amount of any performance units, previously granted to Executive, that would have vested at the end of the applicable performance period based on actual results, payable at the same time as defined in if Executive had remained employed through the 2014 Bonus Program) by 1,096end of the applicable performance period; and (iv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (Avi) the duration of such coverage or (B) twelve months; provided that (A) Company shall pay Executive elects such continuing coverage the Benefit Obligation at the times specified in and in accordance with the requirements terms of each such plan (provided that during any period when Executive is eligible the applicable employee benefit plans and compensation arrangements. Notwithstanding the foregoing, neither Executive, nor his estate, shall be permitted to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, specify the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that taxable year in which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for a payment described in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(c) (other than the payment of the Accrued Obligations6(b) shall be forfeitedpaid.

By the Company Without Cause or by Executive for Good Reason. If If, during the Employment Period the Company terminates Term, Executive’s employment for any reason other than for with the Company and its affiliates is terminated by the Company without Cause or by Executive terminates Executive’s employment for Good Reason during the Employment Period (as each such term is defined in either case other than in a Change in Control TerminationSection 3 below), this Agreement subject to the Executive’s execution without revocation of a general waiver and release of claims agreement substantially in the form attached hereto as Exhibit A, Executive shall terminate without further obligations be entitled to Executive other thanreceive: (i) a cash severance payment of Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination; (ii) payment of an amount equal to one (1) times the sum of (A) Executive’s annual rate of base salary plus the Executive’s target annual incentive bonus opportunity under the Company’s Annual Base Salary Incentive Plan, both as in effect immediately prior to such termination, payable in equal installments, on the normal payroll dates of the Company over the twelve (12) month period following the date of termination and (Bthe “Severance Period”); and (ii) an amount equal to so long as Executive’s termination occurs after the highest annual average first 180 days of the Company’s fiscal year, the annual cash bonus that the Executive would have received under the Company’s Annual Bonuses earned Incentive Plan, if the Executive had remained employed by Executive for performance in any two consecutive fiscal years in the last three completed fiscal years immediately preceding Company through the end of the fiscal year of the Company in which the date of such termination occurs (with the determination of the amount, if any, of such bonus based on the Company’s performance in relation to the applicable performance targets previously established by the Company for which bonuses such fiscal year, as determined in good faith by the compensation committee of the board of directors of the Company), multiplied by the Pro-Rate Factor (as defined in Section 3 below) and paid at such time as the annual cash bonus would otherwise have been paid or are payable, payable in equal installments over a period consisting of twelve (12) months following to the effective date of termination (such payments to be made in accordance with Executive under the Company’s normal payroll practices) to begin on the first payroll date following the sixtieth (60th) day after termination of employment, and with the first of such payments to include any regularly scheduled payments that were missed pending the sixty (60) day waiting periodAnnual Incentive Plan; (iii) if coverage during the effective date of such termination is prior to July 1, 2014, payment in full on the earlier of (A) September 12, 2014 or (B) a Change in Control (as defined in the 2014 Bonus Program) of an amount equal to Executive’s pro rata portion applicable COBRA health care continuation coverage period under Section 4980B of the Bonus Amount (Internal Revenue Code of 1986, as defined in the 2014 Bonus Program) that otherwise would have been payable to Executive under the 2011-2014 Bonus Program established under the Company’s Performance Pay Plan amended (the “2014 Bonus ProgramCode”), or any replacement or successor provision of United States tax law to the extent the Executive so elects; (iv) had all earned and unpaid and/or vested, nonforfeitable amounts owing or accrued at the date of Executive’s termination of employment not been terminated prior (including any earned but unpaid base salary and vacation) under any compensation and benefit plans, programs, and arrangements of the Company and its affiliates in which Executive theretofore participated, payable in accordance with the terms and conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to full payment thereof, which pro rata portion shall be calculated by dividing the number of days Executive was employed during the Performance Period (as defined in the 2014 Bonus Program) by 1,096such compensation and benefits were granted or accrued; and (ivv) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for any unreimbursed business expenses properly incurred by Executive and Executive’s spouse (if so elected) under the Company’s then existing medical, dental and prescription insurance plans for a period equal to the lesser of (A) the duration of such coverage or (B) twelve months; provided that (A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible Company policy prior to receive such benefits under any other employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (iii) may be made secondary to those provided under such other plan) or (B) if Executive is not eligible to receive such coverage under COBRA for any month during such twelve month period, then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(c) (other than payment of the Accrued Obligations), Executive shall first execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails , to timely execute a Release, all payments and benefits set forth be reimbursed in this Section 5(c) (other than the payment of the Accrued Obligations) shall be forfeitedaccordance with such policy.