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 Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive or continue receiving any and all compensation and benefits, as set forth in Section 4 above, to the extent permitted by law, through the date that is the last day of the Employment Period, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation and benefits set forth herein, the Company shall pay to the Executive a severance amount in cash on the last day of the month of the month following the termination date equal to two (2) times the Executive’s Base Salary. 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 Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions of such arrangement, which terms and provisions shall upon termination of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv).

By the Company Without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment is terminated by the Company without Cause or by Executive terminates his employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than: (A) payment of the Accrued Obligations as described in Section 4(e)(i); and (B) payment of the equivalent of twelve (12) months of Executive’s Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within sixty (60) days of the effective date of termination, subject to standard withholdings and other authorized deductions; provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(e)(ii) (other than payment of the Accrued Obligations), Executive shall be entitled first execute and deliver to receive or continue receiving any the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all compensation and benefits, as set forth in Section 4 above, rights of Executive thereunder or under applicable law to rescind or revoke the extent permitted by law, through release shall have expired no later than the date that is specified in such release, which shall either be twenty-eight (28) days or fifty-two (52) days, dependent upon the last day circumstances, after the date of termination. If Executive fails to timely execute the Employment Periodrelease, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation all payments and benefits set forth hereinin this Section 4(e)(ii) (other than the payment of the Accrued Obligations) shall be forfeited; provided, the Company shall pay further, that notwithstanding anything in this Agreement to the contrary, if Executive a receives severance amount payments and benefits under the Red Xxxxx Gourmet Burgers, Inc. Executive Change in cash on 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 last day of the month of the month following the termination date equal to two (2) times the Executive’s Base Salary. Any in-kind payments and benefits and/or expense reimbursements required to be provided or paid by the Company to the Executive pursuant to under this Section 7(b) if Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions of such arrangement, which terms and provisions shall upon termination of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv4(e)(ii).

By the Company Without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment is terminated by the Company without Cause or by Executive terminates her employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than: (A) payment of the Accrued Obligations as described in Section 4(f)(i); and (B) payment of the equivalent of twelve (12) months of Executive’s Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within sixty (60) days of the effective date of termination, subject to standard withholdings and other authorized deductions; provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(ii) (other than payment of the Accrued Obligations), Executive shall be entitled first execute and deliver to receive or continue receiving any the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all compensation and benefits, as set forth in Section 4 above, rights of Executive thereunder or under applicable law to rescind or revoke the extent permitted by law, through release shall have expired no later than the date that is specified in such release, which shall either be twenty-eight (28) days or fifty-two (52) days, dependent upon the last day circumstances, after the date of termination. If Executive fails to timely execute the Employment Periodrelease, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation all payments and benefits set forth hereinin this Section 4(f)(ii) (other than the payment of the Accrued Obligations) shall be forfeited; provided, the Company shall pay further, that notwithstanding anything in this Agreement to the contrary, if Executive a receives severance amount payments and benefits under the Red Xxxxx Gourmet Burgers, Inc. Executive Change in cash on 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 last day of the month of the month following the termination date equal to two (2) times the Executive’s Base Salary. Any in-kind payments and benefits and/or expense reimbursements required to be provided or paid by the Company to the Executive pursuant to under this Section 7(b) if Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions of such arrangement, which terms and provisions shall upon termination of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv4(f)(ii).

By the Company Without Cause or by Executive for Good Reason. If If, during the Term, Executive’s employment with the Company and its affiliates is terminated by the Company without Cause or by Executive Executive’s resignation for Good ReasonReason (as each such term is defined in Section 3 below), 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 be entitled to receive or continue receiving any and all compensation and benefits, as set forth in Section 4 above, to the extent permitted by law, through the date that is the last day of the Employment Period, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation and benefits set forth herein, the Company shall pay to the Executive receive: (i) a cash severance amount in cash on the last day of the month of the month following the termination date payment equal to two (2) times the Executive’s Base Salary. Any inannual rate of base salary, as in effect prior to the 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-kind four (24) month period following the date of termination (the “Severance Period”); provided, however, that such severance payment shall be in lieu of notice or any other severance benefits and/or expense reimbursements required to which the Executive might otherwise be provided or paid entitled; and (ii) the annual cash bonus that the Executive would have received, if the Executive had remained employed by the Company through the end of 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 the Executive pursuant 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 this Section 7(b) if the Executive’s employment is terminated by 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 (i) 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 without Cause is unable to continue such benefits because the terms of such plan or by 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 for Good Reason shall be paid only if otherwise provided by with an ineconomically equivalent benefit or payment determined on (to the extent health and welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the date of termination were non-kind 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 employment (include any earned but unpaid base salary) under any compensation and benefit arrangement or expense reimbursement arrangement which is generally provided by plans, programs, and arrangements of the Company to and its executives and shall only be paid affiliates in which Executive theretofore participated, payable in accordance with the terms and provisions conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such arrangement, which terms compensation and provisions shall upon termination benefits were granted or accrued; and (v) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv)termination.

By the Company Without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment is terminated by the Company without Cause or by Executive terminates her employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than: (A) payment of the Accrued Obligations as described in Section 4(e)(i); and (B) payment of the equivalent of twelve (12) months of Executive’s Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within sixty (60) days of the effective date of termination, subject to standard withholdings and other authorized deductions; provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(e)(ii) (other than payment of the Accrued Obligations), Executive shall be entitled first execute and deliver to receive or continue receiving any the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all compensation and benefits, as set forth in Section 4 above, rights of Executive thereunder or under applicable law to rescind or revoke the extent permitted by law, through release shall have expired no later than the date that is specified in such release, which shall either be twenty-eight (28) days or fifty-two (52) days, dependent upon the last day circumstances, after the date of termination. If Executive fails to timely execute the Employment Periodrelease, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation all payments and benefits set forth hereinin this Section 4(e)(ii) (other than the payment of the Accrued Obligations) shall be forfeited; provided, the Company shall pay further, that notwithstanding anything in this Agreement to the contrary, if Executive a receives severance amount payments and benefits under the Red Robin Goxxxxx Burgers, Inc. Executive Change in cash on 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 last day of the month of the month following the termination date equal to two (2) times the Executive’s Base Salary. Any in-kind payments and benefits and/or expense reimbursements required to be provided or paid by the Company to the Executive pursuant to under this Section 7(b) if Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions of such arrangement, which terms and provisions shall upon termination of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv4(e)(ii).

By the Company Without Cause or by Executive for Good Reason. If Executive’s employment is terminated by If, prior to the expiration of the stated term of this Agreement, the Company terminates Executive's employment without Cause or by Executive terminates her employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than: (A) payment of the Accrued Obligations and a pro rata share of the Annual Bonus for the fiscal year in which the date of termination occurred, each, as described in Section 4(f)(i); and (B) payment of the equivalent of twenty-four (24) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be entitled paid in substantially equal installments for the twenty-four (24) month period following the date of termination, subject to receive or continue receiving any standard withholdings and all compensation and benefitsother authorized deductions; and (C) upon Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as set forth in Section 4 above, to the extent permitted by law, through the date that is the last day of the Employment Period, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation and benefits set forth hereinamended, the Company shall pay to the Executive in a severance amount lump sum in cash on the last day of the month of the month following the termination date within 30 days after such election an amount equal to two the product of (2x) times the Executive’s Base Salary. 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 Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions portion of such arrangement, which terms and provisions shall upon termination premiums of Executive’s employment group health insurance, including coverage for Executive’s eligible dependents, that the Company paid immediately prior to her date of termination and (y) eighteen; provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(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 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 shall have expired no later than the date specified in such release, which shall either be amended28 days or 52 days, if necessarydependent upon the circumstances, after the date of termination (the “Release Condition”). For the avoidance of doubt, the payments contemplated by Section 4(f)(iii)(B) shall be paid, subject to cause 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 or provision shall be a lump sum payment equal to the amount of all payments due from the date of such in-kind benefits and expense reimbursements termination through the date of such first payment. If Executive fails to satisfy the rules described Release Condition, all payments and benefits set forth in Treasury Regulation § 1.409A-3(i)(l)(iv)this Section 4(f)(iii) (other than the payment of the Accrued Obligations) shall be forfeited. Notwithstanding any other provision contained in this Agreement, if Section 4(f)(iv) applies to Executive, this Section 4(f)(iii) shall not also apply.

By the Company Without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment is terminated by the Company without Cause or by Executive terminates his employment for Good Reason, this Agreement shall terminate without further obligations to Executive shall be entitled to receive or continue receiving any other than: (A) payment of the Accrued Obligations and all compensation and benefitsa pro rata share of the Annual Bonus for the fiscal year in which the date of termination occurred, each, as set forth described in Section 4 above, 4(f)(i); (B) lump-sum payment equivalent to one (1) times the Executive’s Annual Base Salary as in effect immediately prior to the extent permitted by lawdate of termination, through subject to standard withholdings and other authorized deductions; and (C) upon Executive’s timely election of continuation coverage under the date that is the last day Consolidated Omnibus Budget Reconciliation Act of the Employment Period, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b1985 (“COBRA”), provided that any portion of 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 Sections 9 and 13, in addition to the compensation and benefits set forth hereinamended, the Company shall pay to the Executive in a severance amount lump sum in cash on the last day of the month of the month following the termination date within thirty (30) days after such election an amount equal to two the product of (2x) times the Executive’s Base Salary. 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 Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions portion of such arrangement, which terms and provisions shall upon termination premiums of Executive’s employment be amendedgroup health insurance, including coverage for Executive’s eligible dependents, if necessaryany, that the Company paid immediately prior to cause his date of termination and (y) twelve (12); provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(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 provision under applicable law to rescind or revoke the release shall have expired no later than the date specified in such release, which shall either be twenty-eight (28) days or fifty-two (52) days, dependent upon the circumstances, after the date of such in-kind benefits and expense reimbursements termination (the “Release Condition”). If Executive fails to satisfy the rules described Release Condition, all payments and benefits set forth in Treasury Regulation § 1.409A-3(i)(l)(ivthis Section 4(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 If, prior to the expiration of the stated term of this Agreement, the Company terminates Executive’s employment is terminated by the Company without Cause or by Executive terminates her employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than: (A) payment of the Accrued Obligations as described in Section 4(f)(i); and (B) payment of the equivalent of twelve (12) months of Executive’s Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within sixty (60) days of the effective date of termination, subject to standard withholdings and other authorized deductions; provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(ii) (other than payment of the Accrued Obligations), Executive shall be entitled first execute and deliver to receive or continue receiving any the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all compensation and benefits, as set forth in Section 4 above, rights of Executive thereunder or under applicable law to rescind or revoke the extent permitted by law, through release shall have expired no later than the date that is specified in such release, which shall either be twenty-eight (28) days or fifty-two (52) days, dependent upon the last day circumstances, after the date of termination. If Executive fails to timely execute the Employment Periodrelease, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation all payments and benefits set forth herein, in this Section 4(f)(ii) (other than the Company shall pay to the Executive a severance amount in cash on the last day payment of the month of the month following the termination date equal Accrued Obligations) shall be forfeited. · Notwithstanding any other provision contained in this Agreement, if Section 4(f)(iii) applies to two (2) times the Executive’s Base Salary. 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(b4(f)(ii) if Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions of such arrangement, which terms and provisions shall upon termination of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv)not also apply.

By the Company Without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment is terminated by the Company without Cause and this Agreement pursuant to Section 4.1 (Without Cause, Upon Notice) or by Executive terminates Executive’s employment and this Agreement pursuant to Section 4.4 (for Good 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 receive or continue receiving any 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 all compensation and benefits, as benefits set forth in Section 4 above5.3 in lieu of any payments or benefits under Section 5.2, subject to the extent permitted by law, through 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 date that is the last day of the Employment Period, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b“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 Restricted Stock which has been granted but has not otherwise become vested and unrestricted as 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 termination date Code for the year in which the Date of Termination occurs and the remainder of the Severance Amount shall become vested be paid over the remainder of the eighteen (18) month period; 5.2.2 an amount equal to one and unrestricted as 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 such termination date. Except as provided in Sections 9 and 131985 ("COBRA"), in addition to during the compensation and benefits set forth hereinSeverance Period, the Company shall pay 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 a severance amount in cash on or before the last 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 commencement of such comparable coverage; 5.2.4 Executive’s unvested time-based equity grants shall vest as 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 following the termination 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 other terms and conditions of the applicable Company incentive award plan(s) and individual award agreement(s); and 5.2.5 The right to exercise any outstanding and vested stock options to purchase Company common stock until the earlier of (a) the date equal to one (1) year following the Separation Date (two (2) times years if the Executive’s Base Salary. Any in-kind benefits and/or expense reimbursements required to be provided Separation Date occurs within two (2) years following the Effective Date), (b) the maximum term of the applicable stock option, and (c) unless such options are assumed or paid by substituted in the Company to Change in Control, the Executive pursuant to this Section 7(b) if Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 date of a Change in accordance with the terms and provisions of such arrangement, which terms and provisions shall upon termination of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv)Control.

By the Company Without Cause or by Executive for Good Reason. If Executive’s employment is terminated by If, prior to the expiration of the stated term of this Agreement, the Company terminates Executive's employment without Cause or by Executive terminates her employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than: (A) payment of the Accrued Obligations as described in Section 4(f)(i); and (B) payment of the equivalent of twelve (12) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within 60 days of the effective date of termination, subject to standard withholdings and other authorized deductions; provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(ii) (other than payment of the Accrued Obligations), Executive shall be entitled first execute and deliver to receive or continue receiving any the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all compensation and benefits, as set forth in Section 4 above, rights of Executive thereunder or under applicable law to rescind or revoke the extent permitted by law, through release shall have expired no later than the date that is specified in such release, which shall either be 28 days or 52 days, dependent upon the last day circumstances, after the date of termination. If Executive fails to timely execute the Employment Periodrelease, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation all payments and benefits set forth herein, in this Section 4(f)(ii) (other than the Company shall pay to the Executive a severance amount in cash on the last day payment of the month of the month following the termination date equal Accrued Obligations) shall be forfeited. Notwithstanding any other provision contained in this Agreement, if Section 4(f)(iii) applies to two (2) times the Executive’s Base Salary. 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(b4(f)(ii) if Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions of such arrangement, which terms and provisions shall upon termination of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv)not also apply.

By the Company Without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment is terminated by the Company without Cause or by Executive terminates his employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than: (A) payment of the Accrued Obligations, as described in Section 4(f)(i); (B) payment of a pro rata share (determined on the 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 entitled paid in a lump sum in cash when annual incentive plan payments are regularly paid to receive or continue receiving any similarly situated executives; (C) installment payments in accordance with the Company’s regular payroll practices equivalent to one (1) times the Executive’s Annual Base Salary as in effect immediately prior to the date of termination, subject to standard withholdings and all compensation and benefitsother authorized deductions; and (D) upon Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as set forth in Section 4 above, to the extent permitted by law, through the date that is the last day of the Employment Period, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation and benefits set forth hereinamended, the Company shall pay to the Executive in a severance amount lump sum in cash on the last day of the month of the month following the termination date within thirty (30) days after such election an amount equal to two the product of (2x) times the Executive’s Base Salary. 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 Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions portion of such arrangement, which terms and provisions shall upon termination premiums of Executive’s employment be amendedgroup health insurance, including coverage for Executive’s eligible dependents, if necessaryany, that the Company paid immediately prior to cause his date of termination and (y) twelve (12); provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(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 provision under applicable law to rescind or revoke the release shall have expired no later than the date specified in such release, which shall either be twenty-eight (28) days or fifty-two (52) days, dependent upon the circumstances, after the date of such in-kind benefits and expense reimbursements termination (the “Release Condition”). If Executive fails to satisfy the rules described Release Condition, all payments and benefits set forth in Treasury Regulation § 1.409A-3(i)(l)(ivthis Section 4(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 Executive’s employment is terminated by If, prior to the expiration of the stated term of this Agreement, the Company terminates Executive's employment without Cause or by Executive terminates his employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than: (A) payment of the Accrued Obligations as described in Section 4(f)(i); and (B) payment of the equivalent of twelve (12) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within 60 days of the effective date of termination, subject to standard withholdings and other authorized deductions; provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(ii) (other than payment of the Accrued Obligations), Executive shall be entitled first execute and deliver to receive or continue receiving any the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all compensation and benefits, as set forth in Section 4 above, rights of Executive thereunder or under applicable law to rescind or revoke the extent permitted by law, through release shall have expired no later than the date that is specified in such release, which shall either be 28 days or 52 days, dependent upon the last day circumstances, after the date of termination. If Executive fails to timely execute the Employment Periodrelease, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation all payments and benefits set forth herein, in this Section 4(f)(ii) (other than the Company shall pay to the Executive a severance amount in cash on the last day payment of the month of the month following the termination date equal Accrued Obligations) shall be forfeited. · Notwithstanding any other provision contained in this Agreement, if Section 4(f)(iii) applies to two (2) times the Executive’s Base Salary. 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(b4(f)(ii) if Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions of such arrangement, which terms and provisions shall upon termination of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv)not also apply.

By the Company Without Cause or by Executive for Good Reason. If If, during the Term, Executive’s employment with the Company and its affiliates is terminated by the Company without Cause or by Executive Executive’s resignation for Good ReasonReason (as each such term is defined in Section 3 below), 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 be entitled to receive or continue receiving any and all compensation and benefits, as set forth in Section 4 above, to the extent permitted by law, through the date that is the last day of the Employment Period, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation and benefits set forth herein, the Company shall pay to the Executive receive: (i) a cash severance amount in cash on the last day of the month of the month following the termination date payment equal to two (2) times the Executive’s Base Salary. Any inannual rate of base salary, as in effect prior to the 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-kind four (24) month period following the date of termination (the “Severance Period”); provided, however, that such severance payment shall be in lieu of notice or any other severance benefits and/or expense reimbursements required to which the Executive might otherwise be provided or paid entitled; and (ii) the annual cash bonus that the Executive would have received, if the Executive had remained employed by the Company through the end of 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 the Executive pursuant 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 this Section 7(b) if the Executive’s employment is terminated by 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 (i) 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 without Cause is unable to continue such benefits because the terms of such plan or by 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 for Good Reason shall be paid only if otherwise provided by with an ineconomically equivalent benefit or payment determined on (to the extent health and welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the date of termination were non-kind 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 employment (include any earned but unpaid base salary) under any compensation and benefit arrangement or expense reimbursement arrangement which is generally provided by plans, programs, and arrangements of the Company to and its executives and shall only be paid affiliates in which Executive theretofore participated, payable in accordance with the terms and provisions conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such arrangement, which terms compensation and provisions shall upon termination benefits were granted or accrued; and (v) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv)termination.

By the Company Without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment is terminated by the Company without Cause or by Executive terminates his employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than: (A) payment of the Accrued Obligations as described in Section 4(f)(i); (B) payment of the equivalent of twelve (12) months of Executive’s Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within sixty (60) days of the effective date of termination, subject to standard withholdings and other authorized deductions; and (C) payment of Executive’s target Annual Bonus for the fiscal year in which the date of termination occurred, which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives; provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(ii) (other than payment of the Accrued Obligations), Executive shall be entitled first execute and deliver to receive or continue receiving any the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all compensation and benefits, as set forth in Section 4 above, rights of Executive thereunder or under applicable law to rescind or revoke the extent permitted by law, through release shall have expired no later than the date that is specified in such release, which shall either be twenty-eight (28) days or fifty-two (52) days, dependent upon the last day circumstances, after the date of termination. If Executive fails to timely execute the Employment Periodrelease, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation all payments and benefits set forth hereinin this Section 4(f)(ii) (other than the payment of the Accrued Obligations) shall be forfeited; provided, the Company shall pay further, that notwithstanding anything in this Agreement to the contrary, if Executive a receives severance amount payments and benefits under the Red Xxxxx Gourmet Burgers, Inc. Executive Change in cash on 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 last day of the month of the month following the termination date equal to two (2) times the Executive’s Base Salary. Any in-kind payments and benefits and/or expense reimbursements required to be provided or paid by the Company to the Executive pursuant to under this Section 7(b) if Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions of such arrangement, which terms and provisions shall upon termination of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv4(f)(ii).

By the Company Without Cause or by Executive for Good Reason. If Executive’s employment is terminated by If, prior to the expiration of the stated term of this Agreement, the Company terminates Executive's employment without Cause or by Executive terminates his employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than: (A) payment of the Accrued Obligations as described in Section 4(f)(i); (B) payment of the equivalent of twelve (12) months of Executive's Annual Base Salary as in effect immediately prior to the date of termination which shall be paid in a lump sum in cash within 60 days of the effective date of termination, subject to standard withholdings and other authorized deductions; and (C) payment of Executive’s target Annual Bonus for the fiscal year in which the date of termination occurred, which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives; provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(f)(ii) (other than payment of the Accrued Obligations), Executive shall be entitled first execute and deliver to receive or continue receiving any the Company and RRI a general release agreement in a form that is satisfactory to the Company and RRI, and all compensation and benefits, as set forth in Section 4 above, rights of Executive thereunder or under applicable law to rescind or revoke the extent permitted by law, through release shall have expired no later than the date that is specified in such release, which shall either be 28 days or 52 days, dependent upon the last day circumstances, after the date of termination. If Executive fails to timely execute the Employment Periodrelease, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation all payments and benefits set forth herein, in this Section 4(f)(ii) (other than the Company shall pay to the Executive a severance amount in cash on the last day payment of the month of the month following the termination date equal Accrued Obligations) shall be forfeited. Notwithstanding any other provision contained in this Agreement, if Section 4(f)(iii) applies to two (2) times the Executive’s Base Salary. 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(b4(f)(ii) if Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions of such arrangement, which terms and provisions shall upon termination of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv)not also apply.

By the Company Without Cause or by Executive for Good Reason. If Executive’s 's employment is terminated by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive or continue receiving any and all compensation and benefits, as set forth in Section 4 above, to the extent permitted by law, through the date that is otherwise would have been the last day end of the Employment Period, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b)Term, provided that any portion of 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 Sections 9 and 13Section 12, in addition to the compensation and benefits set forth herein, the Company shall pay to the Executive a severance an amount in cash on the last day of the month of the month following the termination date equal to two (2i) times 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’s Base Salary, 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 shall be equal to the amount of cash 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 's employment is terminated by the Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions of such arrangement, which terms and provisions shall upon termination of Executive’s 's employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv).

By the Company Without Cause or by Executive for Good Reason. If If, during the Term, Executive’s employment active service with the Company and its affiliates is terminated by the Company without Cause or by Executive Executive’s resignation for Good ReasonReason (as each such term is defined in Section 3 below), 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 be entitled to receive or continue receiving any and all compensation and benefitsreceive: (i) a cash severance payment equal to one (1) times the Executive’s annual rate of base salary, as set forth in effect prior to the date on which such termination occurs (or, if higher, as in effect prior to the occurrence identified in Section 4 above3(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 lieu of notice or any other severance benefits to which the Executive might otherwise be entitled; and (ii) 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 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 the 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 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 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 by lawunder the terms of such plans and programs, through until the earlier to occur of (i) 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 last day terms of such plan or program does not so permit, or if such continuation would violate Section 105(h) of the Employment PeriodInternal Revenue Code of 1986, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(bamended (the “Code”), provided that any portion of 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 Sections 9 and 13, in addition to the compensation and benefits set forth herein, the Company shall pay then provide the Executive with an economically equivalent benefit or payment determined on (to the extent health and welfare benefit plans and programs in which the Executive a severance amount in cash on was entitled to participate immediately prior to the last day date of termination 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 month of the month following the termination date equal to two (2) times the Executive’s Base Salary. Any in-kind benefits and/or expense reimbursements required to be provided or paid by the Company to the and its affiliates in which Executive pursuant to this Section 7(b) if Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 theretofore participated, payable in accordance with the terms and provisions conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such arrangement, which terms compensation and provisions shall upon termination benefits were granted or accrued; and (v) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv)termination.

By the Company Without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment is terminated by the Company without Cause or by Executive terminates his employment for Good Reason, this Agreement shall terminate without further obligations to Executive other than: (A) payment of the Accrued Obligations and a pro rata share of the Annual Bonus for the fiscal year in which the date of termination occurred, each, as described in Section 4(f)(i); and (B) payment of the equivalent of two times the Executive’s Annual Base Salary as in effect immediately prior to the date of termination, which shall be entitled paid in substantially equal installments for the twenty-four (24) month period following the date of termination, subject to receive or continue receiving any standard withholdings and all compensation and benefitsother authorized deductions; (C) immediate vesting of the Sign-On Equity Award; and (D) upon Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as set forth in Section 4 above, to the extent permitted by law, through the date that is the last day of the Employment Period, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(b), provided that any portion of 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 Sections 9 and 13, in addition to the compensation and benefits set forth hereinamended, the Company shall pay to the Executive in a severance amount lump sum in cash on the last day of the month of the month following the termination date within thirty (30) days after such election an amount equal to two the product of (2x) times the Executive’s Base Salary. 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 Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 terms and provisions portion of such arrangement, which terms and provisions shall upon termination premiums of Executive’s employment group health insurance, including coverage for Executive’s eligible dependents, that the Company paid immediately prior to his date of termination and (y) eighteen (18); provided, however, that as a condition precedent to receiving the payments and benefits provided for in this Section 4(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 shall have expired no later than the date specified in such release, which shall either be amendedtwenty-eight (28) days or fifty-two (52) days, if necessarydependent upon the circumstances, after the date of termination (the “Release Condition”). For the avoidance of doubt, the payments contemplated by Section 4(f)(iii)(B) shall be paid, subject to cause 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 or provision shall be a lump sum payment equal to the amount of all payments due from the date of such in-kind benefits and expense reimbursements termination through the date of such first payment. If Executive fails to satisfy the rules described Release Condition, all payments and benefits set forth in Treasury Regulation § 1.409A-3(i)(l)(ivthis Section 4(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 If, during the Term, Executive’s employment with the Company and its affiliates is terminated by the Company without Cause or by Executive Executive’s resignation for Good ReasonReason (as each such term is defined in Section 3 below), 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 be entitled to receive or continue receiving any and all compensation and benefitsreceive: (i) a cash severance payment equal to [ ] times the Executive’s annual rate of base salary, as set forth in effect prior to the date on which such termination occurs (or, if higher, as in effect prior to the occurrence identified in Section 4 above3(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 lieu of notice or any other severance benefits to which the Executive might otherwise be entitled; and (ii) the annual cash bonus that the Executive would have received, if the Executive had remained employed by the Company through the end of 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 the 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 by lawunder the terms of such plans and programs, through until the earlier to occur of (i) 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 last day terms of such plan or program does not so permit, or if such continuation would violate Section 105(h) of the Employment PeriodInternal Revenue Code of 1986, along with any amount of Annual Incentive Award that had previously been deferred as provided under Section 4(bamended (the “Code”), provided that any portion of 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 Sections 9 and 13, in addition to the compensation and benefits set forth herein, the Company shall pay then provide the Executive with an economically equivalent benefit or payment determined on (to the extent health and welfare benefit plans and programs in which the Executive a severance amount in cash on was entitled to participate immediately prior to the last day date of termination 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 employment (include any earned but unpaid base salary) under any compensation and benefit plans, programs, and arrangements of the month of the month following the termination date equal to two (2) times the Executive’s Base Salary. Any in-kind benefits and/or expense reimbursements required to be provided or paid by the Company to the and its affiliates in which Executive pursuant to this Section 7(b) if Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason shall be paid only if otherwise provided 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 theretofore participated, payable in accordance with the terms and provisions conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such arrangement, which terms compensation and provisions shall upon termination benefits were granted or accrued; and (v) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive’s employment be amended, if necessary, to cause the payment or provision of such in-kind benefits and expense reimbursements to satisfy the rules described in Treasury Regulation § 1.409A-3(i)(l)(iv)termination.