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

By the Company Without Cause or By the Executive for Good Reason. If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary for a period of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective.

By the Company Without Cause or By the Executive for Good Reason. If during the Company terminates Executive’s employment without Cause or Term, the Executive terminates his employment for Good Reason, upon at least thirty (30) days prior written notice to the Company, or the Company terminates the Executive’s employment without Cause, and upon execution without revocation of a valid release agreement substantially in the form attached hereto as Exhibit B (except that the Company shall, in its sole discretion, have the right to amend the release agreement to take into account changes in law effective subsequent to the Effective Date), the Executive shall receive a lump sum the following incremental severance payment as payments set forth in this Section 5.3, 5.2 (in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump continued payment of any unpaid installments of the Retention Bonus, if any (the sum payment equal to of the Executive’s annual Base Salary for a period of twenty-four (24) monthsunpaid installments, less standard income and payroll tax withholding and other authorized deductionsthe “Unpaid Retention Bonus”); (b) an amount equal to the Target excess of (x) the product of (1) the Severance Multiplier (as defined below) multiplied by (2) the Executive’s Base Salary over (y) the Unpaid Retention Bonus, such amount payable in equal monthly installments on the last business day of each month over a number of months following such termination of employment equal to the Severance Multiplier; (c) (x) if such termination occurs on or prior to June 30th, an amount equal to the product of (1) the Severance Multiplier multiplied by (2) the Severance Bonus Amount (as defined below), payable in equal monthly installments on the last business day of each month over a number of months following such termination of employment equal to the Severance Multiplier or (y) if such termination occurs following June 30th, an amount equal to (1) the Severance Multiplier multiplied by (2) the Severance Bonus Amount, payable as follows, (A) a lump sum payment equal to such amount multiplied by a fraction, the numerator of which is the number of full months following such termination through the date such amounts are paid to similarly situated employees (the “Lapsed Months”) and the denominator of which is equal to the Severance Multiplier (such fraction not to exceed one (1)) and (B) the remaining amount, if any, payable in equal monthly installments for a number of months equal to the Severance Multiplier minus the number of Lapsed Months; (d) a pro rata bonus for the year of termination, calculated as the product of (x) “Severance Bonus Amount” and (y) a fraction, the numerator of which is the number of days in the current calendar year through the date of termination and the denominator of which is 365, payable in the calendar year following the date of termination when bonuses are paid to similarly situated employees; (e) a pro rata payment with respect to any award outstanding under the Phantom Interest Plan equal to the amount that would have been payable to the Executive for the performance period applicable to such award (determined as of severance owing under Section 5.3(a)the end of such performance period) multiplied by a fraction, the numerator of which is the number of full months in the performance period that have lapsed prior to such termination and the denominator of which is the number of months in the performance period, payable at the end of such performance period; and (cf) reimbursement of the employer portion of the cost (consistent with the Company’s policy for active employees) of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (including family coverage“COBRA”) for thirty-six a number of months equal to the lesser of (36x) months. The the Severance Multiple and (y) eighteen (18), to the extent the Executive shall elect elects such continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation is eligible for such coverage period pursuant to COBRA. If, and subject to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement terms of the Company, then plan and the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxeslaw. Notwithstanding the foregoing, the benefits provided under this Section 5.3(c5.2(f) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective.

By the Company Without Cause or By the Executive for Good Reason. If during the Term, (i) the Company terminates the Executive’s 's employment without Cause (which may be done at any time without prior notice) or (ii) the Executive terminates his employment for Good Reason, the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition will be entitled to the payments upon termination specified in Section 5.1Accrued Benefits and, upon subject to the Executive's execution without revocation of a valid release agreement agreement, substantially in a the form reasonably acceptable to attached hereto as Exhibit A, within forty-five (45) days following the Company date of termination of the Executive's employment, the Executive shall receive the severance payments and benefits set forth in paragraphs (the “Release”):a), (b) and (c) of this Section 5.3. (a) lump sum payment equal a prorated portion of the Bonus that would have been payable to the Executive’s annual Base Salary for a period Executive through the Termination Date; based on the Company's performance targets being met from the beginning of twenty-four (24) monthsthe fiscal year through the Termination Date, less standard income and payroll tax withholding and payable when such Bonus is paid to other authorized deductions;executives; and, (b) a severance payment equal to two (2) times the Target Bonus as a lump sum payment for Executive's Base Salary, payable in accordance with the period of severance owing under Section 5.3(a); andnormal company payroll process; (c) reimbursement on a monthly basis, beginning on the 60th day following the Termination Date, of the cost of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (including family coverage"COBRA"), for a maximum of eighteen (18) for thirty-six (36) months. The months following the Termination Date to the extent the Executive shall elect elects such continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, is eligible and subject to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement terms of the Company, then plan and applicable law; provided that if the Company will itself pay or provide for the payment Executive becomes eligible to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject receive coverage from a new employer he shall cease to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal entitled to such taxesreimbursement. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the severance payments or benefits set forth above in the event that the Executive breaches any of the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective6.

By the Company Without Cause or By the Executive for Good Reason. If (i) The Company may terminate the Company terminates Executive’s 's employment before the Expiration Date without Cause or Cause, and the Executive terminates his may terminate Executive's employment before the Expiration Date for Good Reason, upon 30-days written notice to the other party. If the Executive's employment is so terminated by the Company without Cause, or by the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary for a period of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiariesGood Reason, as the case may be, the Company shall pay and provide to the Executive (i) any unpaid salary through the date of all taxes so imposedtermination, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the recipient retains Company, (ii) the Target Bonus for the calendar year in which termination occurs, prorated for the portion of such year preceding termination (payable no later than the 30th day immediately following termination of employment), (iii) during each month of the Severance Period (as defined below), an amount equal to such taxesthe sum of (x) Executive's monthly salary at the rate in effect immediately preceding termination and (y) one-twelfth of the Executive's Target Bonus for the calendar year in which termination occurs, (iv) throughout the Severance Period, continuation of Executive's participation (including the Company's contributions thereto) in all benefit plans and practices in which Executive was participating immediately preceding termination, and (v) reimbursement to the Executive for up to $10,000 of executive outplacement services. Notwithstanding Except as set forth in this Subsection 6(c), the foregoing, benefits Company shall not have any additional obligations to the Executive under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above Agreement in the event that of Executive's termination of employment under this Subsection 6(c). (ii) In addition to the foregoing and notwithstanding any other agreement between the Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effectiveCompany, not later than sixty (60) days following his last day of employment. If all Accelerated Options which were held by the severance payments are otherwise subject to Section 409A Executive at the time of the Internal Revenue Code termination of 1986, as amended the Executive's employment by the Company without Cause or by the Executive for Good Reason (the “Code”whether or not following a Change of Control), they shall begin (or be paid, as applicable) on become fully exercisable and shall remain exercisable for the first pay same period following the date that is sixty (60) days after termination as would apply if the Executive’s 's employment terminates. If the payments are had not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effectiveterminated.

By the Company Without Cause or By the Executive for Good Reason. If during the Term, (x) the Company terminates the Executive’s employment without Cause (which may be done at any time without prior notice) or (y) the Executive terminates his employment for Good Reason, the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition will be entitled to the payments upon termination specified in Section 5.1Accrued Benefits and, upon subject to the Executive’s execution without revocation of a valid release agreement in a form reasonably acceptable to the Company within forty-five (45) days following the “Release”):date of termination of the Executive’s employment, beginning on the 60th day following such termination, the Executive shall receive the severance payments set forth in this Section 5.3., specifically including: (a) lump sum payment for accrued unused vacation days, payable in accordance with Company policy; (b) a severance payment equal to the Executive’s annual Base Salary for a period Salary, payable in equal installments pursuant to the regular payroll practices of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductionsthe Company; (bc) a prorated portion of the Bonus (prorated through the Termination Date) that would otherwise be payable to the Executive at the same time payments are made to other participants as set forth in Section 4.2, for the fiscal year of the termination of employment; (d) the Target Bonus as a lump sum payment for unpaid portion of the period Bonus, if any, relating to any year prior to the fiscal year of severance owing under the Executive’s termination, payable in accordance with Section 5.3(a)4.2 above; and, (ce) reimbursement of the cost of continuation coverage of group health coverage as enrolled at the time of termination of employment, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, for a maximum of twelve (including family coverage12) for thirty-six (36) months. The months following the end of the Initial Term or any Extended Term to the extent the Executive shall elect elects such continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, is eligible and subject to the extent, terms of the plan and applicable law; provided that any benefit described in this Section 5.3(c) canif the Executive is eligible to receive coverage from a new employer he shall not be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal entitled to such taxesreimbursement. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the payments or benefits set forth above in the event that the Executive breaches any of the provisions of Section 6 of this Agreement. The Executive must sign and not revoke6, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effectivebelow.

By the Company Without Cause or By the Executive for Good Reason. If the Executive incurs a separation from service as a result of termination of employment by the Company terminates Executive’s employment without Cause (and not as a result of death or a Disability) pursuant to Section 7(c) above or by the Executive terminates his employment for Good ReasonReason pursuant to Section 7(d)(i) above, the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to then the Company (the “Release”): (a) lump sum payment equal shall pay or provide to the Executive’s annual Base Salary for a period : (i) the Accrued Obligations, within thirty (30) days after the date of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductionssuch separation from service; (bii) an amount equal to three (3) times the Target Bonus as a lump sum payment Executive’s Base Salary, payable in equal installments for twelve (12) months following such separation from service. All amounts owing under this clause (c)(ii) shall be payable in accordance with the Company’s normal payroll practices; (iii) subject to Executive’s timely election to continue coverage for the period Executive and his spouse and eligible dependents, if any, under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of severance owing under Section 5.3(a1985, as amended (“COBRA”); and (c) reimbursement , the Company shall promptly reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contributions that active employees of the cost of continuation Company pay (after Company subsidies) for the same or similar coverage of under such group health coverage plans over the period commencing on the date of the separation from service and ending eighteen (including family coverage18) for thirty-six (36) monthsmonths thereafter. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall includeNotwithstanding the foregoing, and run concurrently with, if the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) benefits cannot be paid provide without penalty, tax or provided under any policy, plan, program or arrangement of other adverse impact on the Company, then the Company will itself pay or and the Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide substantially equivalent benefits without such adverse impact; (iv) with respect to that certain option award, dated as of December 21, 2018 by and between Executive and the Company for the payment to the Executive, his dependents, eligible family members and beneficiaries, award of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended 3,200,000 options (the “CodeInitial Award”), they shall begin (or be paid, x) accelerated vesting of unvested Time-Based Options and Performance-Based Options (each as applicabledefined in the Initial Award) for the then-current Grant Year (as defined in the Initial Award) (with Performance-Based Options vesting based on actual performance for the first pay period then-current Grant Year) and (y) accelerated vesting of unvested Time-Based Options for the Grant Year that is immediately following the Grant Year in which the date of termination occurs; and (v) with respect to that is sixty certain option award, dated as of December 21, 2018 by and between Executive and the Company for the award of 613,476 options (60the “Stretch Award”), unvested Non-Qualified Stock Options (as defined in the Stretch Award) days after for the Executive’s employment terminates. If then-current Grant Year (as defined in the payments are not otherwise subject to Section 409A of Stretch Award), based on actual performance for the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effectivethen-current Grant Year.

By the Company Without Cause or By the Executive for Good Reason. If Subject to the Company terminates Executive’s compliance with Section 7 hereof and subject to the execution by the Executive, without revocation, of a general release in the form attached hereto as Exhibit A (the “Release”), if during the Term the Executive’s employment terminates without Cause or Executive terminates his employment for Good Reason, the Executive shall receive a lump sum the severance payment as payments set forth in this Section 5.3, in addition 5.2 at such times and subject to the provisions of paragraphs (I) and (II) below (which shall be in lieu of any payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable or benefits to which the Executive may be entitled under any Company severance plan (the “ReleaseSeverance Plan”)): (a) lump sum payment equal to the Executive’s annual any unpaid Base Salary for a period through the date of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductionstermination; (b) the Target Bonus as a lump sum payment pro rata bonus for the period year of severance owing termination, calculated as the product of (x) “Severance Bonus Amount” (as defined below) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination and the denominator of which is 365, payable at the time that bonuses are paid after the Executive’s termination date to similarly situated employees; (c) any accrued but unused vacation pay; (d) an amount equal to two (2) times Base Salary; (e) continued receipt of welfare benefits for 24 months after the Executive’s date of termination; provided, however, if the Executive becomes reemployed with another employer and is eligible to receive welfare benefits under Section 5.3(a)another employer-provided plan, the welfare benefits described in this clause 5.2(e) shall be secondary to those provided under such other plan; (f) outplacement services substantially similar to those provided pursuant to the terms of the Severance Plan; and (cg) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage accrued benefits pursuant to COBRA. The thirty-six (36) month period shall include, the terms and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement conditions of the Company, then ’s benefit plans and programs. (I) The payment set forth in Section 5.2(a) shall be paid within 10 business days after the Company will itself pay or provide for date of termination (unless an earlier date is prescribed by law). (II) The payments set forth in Sections 5.2(b)-(d) shall be paid in a lump sum after the payment later of (i) the expiration of the applicable revocation period contained in the Release and (ii) with respect to the Executivebonus, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that annual bonus payment date for similarly situated employees after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, ’s termination of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health planemployment. The Company shall have no obligation to provide the payments and benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective7.

By the Company Without Cause or By the Executive for Good Reason. If Subject to the Company terminates Executive’s compliance with Section 7 hereof and subject to the execution by the Executive, without revocation, of a general release in the form attached hereto as Exhibit A (the “Release”), if during the Employment Term, without the Consulting Term having commenced, the Executive’s employment terminates without Cause or Executive terminates his employment for Good Reason, the Executive shall receive a lump sum the severance payment as payments set forth in this Section 5.3, in addition 5.2 at such times and subject to the provisions of paragraphs (I) and (II) below (which shall be in lieu of any payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable or benefits to which the Executive may be entitled under any Company severance plan (the “ReleaseSeverance Plan”)): (a) lump sum payment equal to the Executive’s annual any unpaid Base Salary for a period through the date of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductionstermination; (b) the Target Bonus as a lump sum payment pro rata bonus for the period year of severance owing termination, calculated as the product of (x) “Severance Bonus Amount” (as defined below) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination and the denominator of which is 365, payable at the time that bonuses are paid after the Executive’s termination date to similarly situated employees; (c) any accrued but unused vacation pay; (d) an amount equal to one (1) times Base Salary; (e) continued receipt of welfare benefits for 24 months after the Executive’s date of termination; provided, however, if the Executive becomes reemployed with another employer and is eligible to receive welfare benefits under Section 5.3(a)another employer-provided plan, the welfare benefits described in this clause 5.2(e) shall be secondary to those provided under such other plan; and (cf) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage accrued benefits pursuant to COBRA. The thirty-six (36) month period shall include, the terms and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement conditions of the Company, then ’s benefit plans and programs. (I) The payment set forth in Section 5.2(a) shall be paid within 10 business days after the Company will itself pay or provide for date of termination (unless an earlier date is prescribed by law). (II) The payments set forth in Sections 5.2(b)-(d) shall be paid in a lump sum after the payment later of (i) the expiration of the applicable revocation period contained in the Release and (ii) with respect to the Executivebonus, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that annual bonus payment date for similarly situated employees after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, ’s termination of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health planemployment. The Company shall have no obligation to provide the payments and benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective7.

By the Company Without Cause or By the Executive for Good Reason. If Subject to the Company terminates Executive’s compliance with Section 7 hereof and subject to the execution by the Executive, without revocation, of a valid employment release described herein, if during the Term the Executive’s employment terminates without Cause or Executive terminates his employment for Good Reason, the Executive shall receive a lump sum the severance payment as payments set forth in this Section 5.3, in addition 5.2 at such times and subject to the provisions of paragraphs (I) and (II) below (which shall be in lieu of any payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable or benefits to which the Executive may be entitled under any Company severance plan (the “ReleaseSeverance Plan”):). (a) lump sum payment equal to the Executive’s annual any unpaid Base Salary for a period through the date of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductionstermination; (b) the Target Bonus as a lump sum payment pro rata bonus for the period year of severance owing termination, calculated as the product of (x) “Severance Bonus Amount” (as defined below) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination and the denominator of which is 365, payable at the time that bonuses are paid after the Executive’s termination date to similarly situated employees; (c) any accrued but unused vacation pay; (d) an amount equal to two (2) times Base Salary minus an amount equal to the original purchase price paid for the Paper Class A Common Percentage Interests pursuant to the terms of the Executive Purchase Agreement; provided that if such termination without Cause or with Good Reason is within 12 months following the acquisition by NewPage Holding Corporation or its subsidiaries of the stock or assets of a business enterprise of at least substantially the same revenues and total assets as NewPage Holding Corporation and its subsidiaries on a consolidated basis (for the avoidance of doubt, such a business enterprise shall include one of the four (4) leading coated paper companies other than the Company), the amount shall be equal to three (3) times Base Salary minus an amount equal to the original purchase price paid for the Paper Class A Common Percentage Interests pursuant to the terms of the Executive Purchase Agreement between the Executive and the Company; provided, further that, if at the time of a termination of employment without Cause or with Good Reason, the aggregate “fair market value” of the Paper Class A Common Percentage Interests being repurchased from the Executive pursuant to the Executive Purchase Agreement is less than the aggregate original purchase price paid by the Executive for such Paper Class A Common Percentage Interests, the Executive shall receive an additional cash payment equal to the difference between (i) the aggregate original purchase price paid for such Paper Class A Common Percentage Interests by the Executive and (ii) the aggregate fair market value of such Paper Class A Common Percentage Interests at the time of the termination without Cause or with Good Reason; (e) continued receipt of welfare benefits for 24 months after the Executive’s date of termination; provided, however, if the Executive becomes reemployed with another employer and is eligible to receive welfare benefits under Section 5.3(a)another employer-provided plan, the welfare benefits described in this clause 5.2(e) shall be secondary to those provided under such other plan; (f) outplacement services substantially similar to those provided pursuant to the terms of the Severance Plan; and (cg) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage accrued benefits pursuant to COBRA. The thirty-six (36) month period shall include, the terms and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement conditions of the Company, then the Company will itself pay or provide for the ’s benefit plans and programs. (I) The payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, set forth in the case of any benefit described in this Section 5.3(c5.2(a) which is subject to tax because it is not or cannot shall be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) within 10 business days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A date of the Code, they shall begin termination (or be paid, as applicable) on the first pay period after the Release becomes effectiveunless an earlier date is prescribed by law).

By the Company Without Cause or By the Executive for Good Reason. If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary from the date of such termination of employment through the Term Date, if termination occurs on or prior to January 30, 2016, and for a period of twenty-four (24) monthsmonths if termination occurs following January 30, 2016, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members members, or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective.

By the Company Without Cause or By the Executive for Good Reason. If Except as otherwise provided in Section 16, if either the Company terminates the Executive’s employment without Cause Without Cause, or the Executive terminates his employment for Good Reason, then the Company shall pay and provide to the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”):following benefits: (ai) lump sum a payment equal to two times the Executive’s annual sum of (A) Base Salary and (B) the average bonus amount paid Executive for a period the past two fiscal years (or, if the termination occurs prior to the second anniversary of twenty-four the Start Date, sixty percent (2460%) months, less standard income and payroll tax withholding and other authorized deductions; (b) of the Target Bonus as a lump sum payment Amount for the period year of severance owing under Section 5.3(atermination); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and Subject to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members holdback and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the interest provisions of Section 6 of this Agreement. The Executive must sign and not revoke26, and the Release must become effective, not later than such payment shall be made within sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Executive’s Separation from Service provided that the Release required under Section 409A of the Internal Revenue Code of 1986, as amended 14(f) has become effective during such sixty (the “Code”), they shall begin (or be paid, as applicable) on the first pay 60)-day period following any applicable revocation period; (ii) the restrictions on that number of Time-Vested Shares shall immediately lapse as would otherwise have lapsed if the Executive had remained employed with the Company for a period through the date that is twelve (12) months from the date of termination (or, if the termination occurs prior to the second anniversary of the Start Date, through the second anniversary of the Start Date, if later); (iii) the restrictions on that number of Performance-Vested Shares shall lapse as determined by the Board in good faith to represent the extent of progress, if any, toward attainment of the performance criteria as set in accordance with Section 10 as of the date of Executive’s termination, based upon the Board’s good faith application of the principles established in accordance with Section 10 to the appropriate performance criteria; (iv) provided Executive and/or his eligible dependents timely elects to continue their healthcare coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Reconciliation Act (“COBRA”), the Company shall reimburse Executive for the costs he incurs to obtain such continued coverage for himself and his eligible dependents for a period of eighteen (18)-months measured from the termination date. In addition, the Company shall reimburse Executive for the costs he incurs to obtain continued coverage for himself and his eligible dependents substantially equivalent to the Company’s group healthcare benefits for an additional period of up to six months thereafter, provided that the Company’s obligations during this six month period shall not exceed 200% of the Company’s applicable COBRA premiums for similarly situated COBRA beneficiaries. The benefits outlined in this Section 14(e)(iv) shall be provided to Executive on a tax-free basis to the maximum extent permissible by applicable law. 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) 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 right to the reimbursement of such coverage costs cannot be liquidated or exchanged for any other benefit. To the extent the reimbursed coverage costs constitute taxable income to Executive, the Company shall report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, and any remaining tax liability shall be Executive’s sole responsibility, provided that the reimbursed coverage costs shall not be considered as taxable income to Executive if such treatment is permissible under applicable law; and (v) if the termination occurs prior to the second anniversary of the Start Date, waiver of the requirement, if any, to repay relocation benefits set forth in Section 9 as otherwise required by the Company’s Relocation Policy with such waiver to occur within sixty (60) days after the following Executive’s employment terminates. If Separation from Service provided that the payments are not otherwise subject to Release required under Section 14(f) has become effective during such sixty (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 Code Section 409A and the applicable standards of the Code, they Treasury Regulations issued thereunder. 5. Section 14(f) shall begin (or be paid, as applicable) on amended to replace the first pay period after provision in its entirety with the Release becomes effective.following:

By the Company Without Cause or By the Executive for Good Reason. If during the Term, (x) the Company terminates the Executive’s employment without Cause (which may be done at any time without prior notice) or (y) the Executive terminates his her employment for Good Reason, the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition will be entitled to the payments upon termination specified in Section 5.1Accrued Benefits and, upon subject to the Executive’s execution without revocation of a valid release agreement in a form reasonably acceptable to the Company within forty-five (45) days following the “Release”):date of termination of the Executive’s employment, beginning on the 60th day following such termination, the Executive shall receive the severance payments set forth in this Section 5.3., specifically including: (a) lump sum payment for accrued unused vacation days, payable in accordance with Company policy; (b) a severance payment equal to the Executive’s annual Base Salary for a period Salary, payable in equal installments pursuant to the regular payroll practices of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductionsthe Company; (bc) a prorated portion of the Bonus (prorated through the Termination Date) that would otherwise be payable to the Executive at the same time payments are made to other participants as set forth in Section 4.2, for the fiscal year of the termination of employment; (d) the Target Bonus as a lump sum payment for unpaid portion of the period Bonus, if any, relating to any year prior to the fiscal year of severance owing under the Executive’s termination, payable in accordance with Section 5.3(a)4.2 above; and, (ce) reimbursement of the cost of continuation coverage of group health coverage as enrolled at the time of termination of employment, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, for a maximum of twelve (including family coverage12) for thirty-six (36) months. The months following the end of the Initial Term or any Extended Term to the extent the Executive shall elect elects such continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, is eligible and subject to the extent, terms of the plan and applicable law; provided that any benefit described in this Section 5.3(c) canif the Executive is eligible to receive coverage from a new employer he shall not be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal entitled to such taxesreimbursement. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the payments or benefits set forth above in the event that the Executive breaches any of the provisions of Section 6 of this Agreement. The Executive must sign and not revoke6, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effectivebelow.

By the Company Without Cause or By the Executive for Good Reason. If Except as provided in Section 5.6, if during the Term (i) the Company terminates Executive’s employment without Cause or (which may be done at any time without prior notice), (ii) Executive terminates his employment for Good ReasonReason upon at least fifteen (15) days prior written notice, or (iii) the Company does not renew this Agreement at the end of the Initial Term, the Executive shall receive a lump sum the incremental severance payment as payments set forth in this Section 5.3, as described below (in addition to the payments upon termination specified in Section 5.1, 5.2) upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company and provided that the Executive honors all applicable provisions of this Agreement following termination and that Executive has made a good faith effort to support the transition including periodic consulting services to the Company during this eighteen (18) month time period, at no additional payment or remuneration other than the “Release”):severance amount stated herein: 5.3.1. payment for accrued unused vacation days, payable in accordance with Company policy; 5.3.2. continued Base Salary for the greater of eighteen (a18) lump sum payment months after the date of termination or the remainder of the number of months remaining in the then current contract term payable in equal monthly installments on the last business day of the month,; 5.3.3. bonus payments in an aggregate amount equal to the lesser of the bonus amount received by the Executive for the year prior to the calendar year of the Executive’s annual Base Salary for a period of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductions; (b) termination or the Target Bonus as a lump sum payment Bonus, payable in equal monthly installments for twelve (12) months on the period last business day of severance owing under Section 5.3(a)the month; and (c) 5.3.4. reimbursement of the cost of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 for a maximum of twelve (including 12) months to the extent Executive elects such continuation coverage and is eligible and subject to the terms of the plan and the law. 5.3.5. all reasonable expenses incurred by the Employee, but not yet reimbursed, to relocate the Employee and his family coverage) for thirtyto the Raleigh area, subject to the relocation provisions set forth in section 4.2. In addition, if such termination occurs prior to October 17, 2007, the company shall reimburse Executive to re-six (36) monthslocate his family back to Philadelphia, upon submission of appropriate receipts, but limited in total to $125,000. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no ’s obligation to provide the payments and benefits set forth above in sections 5.2 and 5.3 will immediately cease in the event that the Executive breaches engages in conduct constituting a breach of the provisions provision of Section Sections 5.5 or 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective.

By the Company Without Cause or By the Executive for Good Reason. If (i) The Company may terminate the Company terminates Executive’s 's employment before the Expiration Date without Cause or Cause, and the Executive terminates his may terminate Executive's employment before the Expiration Date for Good Reason, upon 30-days written notice to the other party. If the Executive's employment is so terminated by the Company without Cause, or by the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary for a period of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiariesGood Reason, as the case may be, the Company shall pay and provide to the Executive (i) any unpaid salary through the date of all taxes so imposedtermination and any bonus earned in the prior Contract Year but not yet paid, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the recipient retains Company, (ii) the Median Target Bonus for the Contract Year in which termination occurs, prorated for the portion of such year preceding termination (payable no later than the 30th day immediately following termination of employment), (iii) during each month of the Severance Period (as defined below), an amount equal to such taxesthe sum of (x) Executive's monthly salary at the rate in effect immediately preceding termination and (y) one-twelfth of the Executive's Median Target Bonus for the Contract Year in which termination occurs, (iv) throughout the Severance Period, continuation of Executive's participation (including the Company's contributions thereto) in all benefit plans and practices in which Executive was participating immediately preceding termination, and (v) reimbursement to the Executive for up to $10,000 of executive outplacement services. Notwithstanding Except as set forth in this Subsection 6(c), the foregoing, benefits Company shall not have any additional obligations to the Executive under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above Agreement in the event that of Executive's termination of employment under this Subsection 6(c). (ii) In addition to the foregoing and notwithstanding any other agreement between the Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effectiveCompany, not later than sixty (60) days following his last day of employment. If all options to purchase the severance payments are otherwise subject to Section 409A Company's common stock which were held by the Executive at the time of the Internal Revenue Code termination of 1986, as amended the Executive's employment by the Company without Cause or by the Executive for Good Reason (the “Code”whether or not following a Change of Control), they shall begin (or be paid, as applicable) on become fully exercisable and shall remain exercisable for the first pay same period following the date that is sixty (60) days after termination as would apply if the Executive’s 's employment terminates. If the payments are had not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effectiveterminated.

By the Company Without Cause or By the Executive for Good Reason. If (i) The Company may terminate the Company terminates Executive’s 's employment before the Expiration Date without Cause or Cause, and the Executive terminates his may terminate Executive's employment before the Expiration Date for Good Reason, upon 30 days' written notice to the other party. If the Executive's employment is so terminated by the Company without Cause, or by the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary for a period of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiariesGood Reason, as the case may be, the Company shall pay and provide to the Executive (i) any unpaid salary through the date of all taxes so imposedtermination, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the recipient retains Company, (ii) the Target Bonus for the calendar year in which termination occurs, prorated for the portion of such year preceding termination, which shall be paid not later than 120 days after the end of such year, (iii) during each month of the Severance Period (as defined below), an amount equal to the sum of (x) Executive's monthly salary at the rate in effect immediately preceding termination and (y) one-twelfth of the Executive's Target Bonus for the calendar year in which termination occurs, (iv) throughout the Severance Period, continuation of Executive's participation (including the Company's contributions thereto) in all benefit plans and practices in which Executive was participating immediately preceding termination and (v) reimbursement to the Executive for up to $10,000 of executive outplacement services. In no event, including at the expiration of the agreement, shall the Executive receive less than six months of such taxes. Notwithstanding the foregoing, salary or benefits under this Section 5.3(cagreement. (ii) shall cease when In addition to the foregoing and notwithstanding any other agreement between the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effectiveCompany, not later than sixty (60) days following his last day of employment. If all Accelerated Equity Grants which were held by the severance payments are otherwise subject to Section 409A Executive at the time of the Internal Revenue Code termination of 1986, as amended the Executive's employment by the Company without Cause or by the Executive for Good Reason (the “Code”whether or not following a Change of Control), they shall begin (or be paid, as applicable) on become fully exercisable and shall remain exercisable for the first pay same period following the date that is sixty (60) days after termination as would apply if the Executive’s 's employment terminates. If the payments are had not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effectiveterminated.

By the Company Without Cause or By the Executive for Good Reason. If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary from the date of such termination of employment through the Term Date, if termination occurs on or prior to January 30, 2016, and for a period of twenty-four (24) monthsmonths if termination occurs following January 30, 2016, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective.

By the Company Without Cause or By the Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive a lump sum severance payment as set forth in this Section 5.3only the following, in addition subject to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid general release agreement in a form reasonably acceptable to of all claims against the Company and its Affiliates, substantially in the form attached hereto as Exhibit A, within thirty (30) days following the “Release”):date of such termination: (a) lump sum payment equal the Accrued Benefits, payable as soon as reasonably practicable (but in any event within fifteen (15) days) after timely execution and delivery by the Executive to the Executive’s annual Base Salary for a period Company of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductionsthe release; (b) the Target Bonus Executive’s accrued but unpaid vacation, if any, to the date of termination, payable as a lump sum payment for soon as reasonably practicable (but in any event within fifteen (15) days) after timely execution and delivery by the period Executive to the Company of severance owing under Section 5.3(a); andthe release; (c) reimbursement of the cost of continuation coverage of group health coverage Base Salary for twelve (including family coverage) for thirty-six (3612) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six , payable in equal installments in accordance with the Company’s customary payroll practices, with such twelve (3612) month period shall includeto commence: (i) on the business day following the date of termination, if the Executive executes and run concurrently with, delivers the maximum continuation coverage period pursuant to COBRA. If, and release to the extentCompany upon termination; or (ii) if the Executive does not execute and deliver the release to the Company upon termination, that as soon as reasonably practicable (but in any benefit described in this Section 5.3(cevent within fifteen (15) cannot be paid or provided under any policy, plan, program or arrangement days) after timely execution and delivery by the Executive to the Company of the Companyrelease, then the Company will itself pay or provide each of which shall be treated as a separate payment for the payment to the Executive, his dependents, eligible family members and beneficiaries, purposes of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”), they shall begin ; (or be paid, as applicabled) on an amount equal to the first pay period following product of: (i) the date Bonus amount (if any) that is sixty (60) days after the Executive would have received with respect to the fiscal year in which the Executive’s employment terminates. If , had the payments are not otherwise Executive remained employed until the Company pays bonuses to its other executives; and (ii) a fraction, the numerator of which is the number of days the Executive was employed during the fiscal year in which the Executive’s employment terminates and the denominator of which is three hundred sixty five (365), payable as soon as reasonably practicable (but in any event within fifteen (15) days) after the date on which the Company pays bonuses to its other executives with respect to the fiscal year in which the Executive’s employment terminates (but in no event later than the date that is two and one-half (2½) months after the end of such fiscal year); provided, however, that no Bonus amount will be payable under this Section 6.2(d) unless the Executive has timely executed and delivered the release to the Company prior to the time of payment; and (e) continued coverage under the Company’s medical and dental plans for twelve (12) months after the date of termination; provided, that the Company may provide such coverage through reimbursement of the cost of continuation of group health coverage, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, to the extent the Executive is eligible and subject to Section 409A the terms of the Codeplan and the law, they shall begin (and no other severance or be paid, as applicable) on other benefits from the first pay period after the Release becomes effectiveCompany.

By the Company Without Cause or By the Executive for Good Reason. If during the Term the Company terminates Executive’s employment without Cause (which may be done at any time without prior notice) or Executive terminates his her employment for Good ReasonReason upon at least fifteen (15) days prior written notice, the Executive shall receive a lump sum the incremental severance payment as payments set forth in this Section 5.3, as described below (in addition to the payments upon termination specified in Section 5.1, 5.2) upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (but which does not require Executive to release any rights under this section of the “Release”):Agreement or indemnification rights under section 8 of the Agreement or under the articles of incorporation or by-laws of the Company or any of its subsidiaries) and provided that the Executive honors all applicable provisions of this Agreement following termination and that Executive agrees to provide consulting services to the Company, upon request, of up to ten (10) hours of Executive’s time per month during this eighteen (18) month time period, at no additional payment or remuneration other than the severance amount stated herein: 5.3.1. continued Base Salary for the greater of eighteen (a18) months after the date of termination or the remainder of the number of months remaining in the then current contract term payable in a lump sum payment on the last business day of the month following the Separation from Service; 5.3.2. Bonus payments in an aggregate amount equal to the lesser of the Bonus amount earned by the Executive for the years prior to the calendar year of the Executive’s annual Base Salary for a period of twenty-four termination (24without regard to any pro ration) months, less standard income and payroll tax withholding and other authorized deductions; (b) or the Target Bonus as Bonus, payable in a lump sum payment for on the last business day of the month following the Separation from Service, or if such prior year bonus has not been determined at such time on the last business day of the month following such determination in a lump sum. 5.3.3. to the extent Executive elects to continue her group health coverage pursuant to COBRA, the Company shall pay its usual share of her group health insurance premium during the period of severance owing in which Base Salary is paid under Section 5.3(a); and (c) reimbursement 5.3.1 payable in a lump sum on the last business day of the cost of month following the Separation from Service, after which Executive may exercise her rights (at her sole expense) to continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, the benefits provided under this Section 5.3(c) 5.3.3, shall cease when the Executive is covered under another group health plan. 5.3.4. The to the extent the Company is publicly traded, the Executive may exercise vested options until 90 days after termination and to the extent the Company is not publicly traded at the time of termination, the Executive shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) exercise vested options until 90 days after the Executive’s employment terminates. If the payments are Company becomes publicly traded, but in either case, not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effectiveexpiration date of an option as set forth in the award agreement, and 5.3.5. expenses reimbursable under Section 4.5 and Temporary Living Expenses under Section 4.7 incurred but not yet reimbursed to the Executive to the date of termination.

By the Company Without Cause or By the Executive for Good Reason. If during the Company terminates Term the Executive’s employment without Cause is terminated by the Company other than for Cause, death or Disability or if the Executive terminates his employment for Good Reason, then (i) the Company shall pay the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary for a period of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductionsAccrued Obligation; (bii) the Target Bonus Company shall continue to pay to the Executive his Base Salary or Ancillary Term Compensation (at the rate in effect as a lump sum payment of the Date of Termination) for the period of severance owing under Section 5.3(a); and (c) reimbursement remainder of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, Base Term or the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiariesAncillary Term, as the case may be, payable consistent with the Company’s normal payroll practices. (iii) all equity-based awards then held by Executive shall become fully vested and exercisable as of all taxes so imposedthe Notice of Termination; (iv) the Company shall continue to provide to the Executive the benefits described in Section 4(f), to the extent contractually and legally permitted, provided that such benefits shall be reduced to the extent benefits of the same type are received by, or made available at no greater cost to, the recipient retains an amount Executive under any group plan, whether by reason of new employment, participation in a spouse’s plan or otherwise, during such period, and provided, further, that the Executive shall have the obligation to notify the Company that he is entitled to receive such benefits; (v) the committee (as defined in the Xxxxxxx & Xxxxxxxxx Services, Inc.1988 Nonstatutory Stock Option Plan) shall deem Executive’s termination of employment as a retirement under the Xxxxxxx & Xxxxxxxxx Services, Inc. 1988 Nonstatutory Stock Option Plan; (vi) the Company shall pay to the Executive a lump sum amount, in cash, equal to such taxes. Notwithstanding the foregoing, benefits under this aggregate value of the contingent bonus award contemplated by Section 5.3(c4(b) shall cease when that the Executive is covered under another group health plan. The Company shall would have no obligation to provide earned as of the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A Base Period, assuming the achievement, at the expected value target level, of the Internal Revenue Code of 1986, as amended performance goals established with respect to such award; and (the “Code”), they shall begin (or be paid, as applicablevii) on the first pay period following the date that is sixty (60) days after if the Executive’s employment terminates. If is terminated before he has been granted the payments are not otherwise stock option contemplated by Section 4(d), then in lieu of granting such stock option the Company shall pay to the Executive a lump sum payment, in cash, equal to the Black-Scholes value, as reasonably determined by the Company as of March 31, 2004, of an option to purchase 100,000 shares of the Company’s common stock, assuming for this purpose the option was granted on March 31, 2004, the per share exercise price under the option is $ 14.62, the option has the same terms and conditions as applied to the option granted by the Company to the Executive on March 31, 2004 (other than the number of shares subject to the option), and the option remains outstanding for the full ten year term; and utilizing the risk free interest rate, dividend yield, and expected volatility assumptions used by the Company for purposes of valuing stock options for its 2003 fiscal year as reflected in its fiscal year 2003 Form 10-K filed with the Securities and Exchange Commission. The Company agrees that, if the Executive’s employment with the Company terminates during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Section 409A 8. Further, except with respect to the benefits provided pursuant to clause (iv) above, the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise. Satisfaction of the Codeobligations to the Executive under Sections 8(b) and 8(e) of this Agreement is contingent upon the Executive’s (or, they shall begin (if applicable, his designated beneficiary or be paid, as applicablelegal representative’s) on execution of a release substantially in the first pay period after the Release becomes effectiveform of Exhibit A hereto.

By the Company Without Cause or By the Executive for Good Reason. If The Company may terminate the Company terminates Executive’s employment hereunder without Cause or Cause, and the Executive terminates may terminate his employment with the Company for Good Reason, at any time. Good Reason means any of the Executive shall receive following: (i) a lump sum severance payment as set forth diminution in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary or Annual Bonus opportunity; (ii) a material diminution in Executive’s authority, duties, reporting relationship or responsibilities with the Company as provided for a period of twenty-four hereunder, or (24) months, less standard income and payroll tax withholding and other authorized deductions; (biii) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case ’s breach of any benefit described in this Section 5.3(c) agreement with Executive which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxesmaterial. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The will not be deemed to have terminated his employment for Good Reason unless (x) the Executive provides the Company shall have no obligation with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to provide constitute Good Reason within thirty (30) days after the benefits set forth above in date of the occurrence of any event that the Executive breaches knows or should reasonably have known to constitute Good Reason, (y) the provisions Company fails to cure such acts or omissions within ten (10) days following its receipt of Section 6 of this Agreement. The Executive must sign and not revokesuch notice, and (z) the Release must become effective, not effective date of the Executive’s termination for Good Reason occurs no later than sixty (60) days after the expiration of the cure period. In the event of either such termination, the Company shall pay and provide the Executive, subject to Sections 5(a) and 13(b) hereof, with the following payments and benefits (collectively, the “Severance Benefits”): (i) The Executive will be entitled to his Base Salary, at the rate in effect on the date of termination (to exclude any Base Salary reduction that was not the subject of mutual agreement), for a period of four (4) months following termination (the “Severance Period”), which shall be paid in substantially equal installments consistent with the Company’s payroll practices. (ii) During the period commencing on the Executive’s date of termination and ending on the date that is the twelve month anniversary of the Executive’s date of termination (the “COBRA Period”), subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code (as defined below) and the regulations thereunder, the Company shall continue to provide the Executive and the Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Executive as would have applied if the Executive’s employment had not been terminated based on the Executive’s elections in effect on the date of the Executive’s termination (subject to any increase or decrease in such costs to the Executive during the COBRA period that apply to others on such plan), provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). (iii) The Executive will be entitled to receive his Annual Bonus for the present fiscal year, prorated through his last day of employment and payable within sixty (60) days of his last day of employment. (iv) The vesting of all of Executive’s stock options shall be accelerated, such that all such options shall be deemed fully vested as of the last day of Executive’s employment. If the The Executive expressly acknowledges that any severance payments under this Section 4(e) are in lieu of any other payments or benefits that the Executive may otherwise subject be eligible to Section 409A receive under any plan, policy or program of the Internal Revenue Code of 1986Company or its Affiliates providing for severance, as amended (the “Code”), they shall begin (separation pay or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the salary continuation payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effectivebenefits.

By the Company Without Cause or By the Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive a lump sum severance payment as set forth in this Section 5.3only the following, in addition subject to execution and delivery by the Executive to the payments upon termination specified in Section 5.1Company, upon execution without revocation revocation, of a valid general release agreement in a form reasonably acceptable to of all claims against the Company and its Affiliates, substantially in the form attached hereto as Exhibit A, within thirty (30) days following the “Release”):date of such termination: (a) lump sum payment equal the Accrued Benefits, as soon as reasonably practicable (but in any event within fifteen (15) days) after timely execution and delivery by the Executive to the Executive’s annual Base Salary for a period Company of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductionsthe release; (b) the Target Bonus Executive’s accrued but unpaid vacation, if any, to the date of termination, as a lump sum payment for soon as reasonably practicable (but in any event within fifteen (15) days) after timely execution and delivery by the period Executive to the Company of severance owing under Section 5.3(a); andthe release; (c) reimbursement of the cost of continuation coverage of group health coverage Base Salary for twelve (including family coverage) for thirty-six (3612) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six , payable in equal installments in accordance with the Company’s customary payroll practices, with such twelve (3612) month period shall includeto commence: (i) on the business day following the date of termination, if the Executive executes and run concurrently with, delivers the maximum continuation coverage period pursuant to COBRA. If, and release to the extentCompany upon termination; or (ii) if the Executive does not execute and deliver the release to the Company upon termination, that as soon as reasonably practicable (but in any benefit described in this Section 5.3(cevent within fifteen (15) cannot be paid or provided under any policy, plan, program or arrangement days) after timely execution and delivery by the Executive to the Company of the Companyrelease, then the Company will itself pay or provide each of which shall be treated as a separate payment for the payment to the Executive, his dependents, eligible family members and beneficiaries, purposes of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code (“Section 409A”); and (d) continued coverage under the Company’s medical and dental plans for twelve (12) months after the date of termination; provided, that the Company may provide such coverage through reimbursement of the cost of continuation of group health coverage, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (to the “Code”), they shall begin (or be paid, as applicable) on extent the first pay period following the date that Executive is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise eligible and subject to Section 409A the terms of the Codeplan and the law, they shall begin (and no other severance or be paid, as applicable) on other benefits from the first pay period after the Release becomes effectiveCompany.

By the Company Without Cause or By the Executive for Good Reason. If (i) The Company may terminate the Company terminates Executive’s 's employment before the Expiration Date without Cause or Cause, and the Executive terminates his may terminate Executive's employment before the Expiration Date for Good Reason, upon 30-days written notice to the other party. If the Executive's employment is so terminated by the Company without Cause, or by the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary for a period of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiariesGood Reason, as the case may be, the Company shall pay and provide to the Executive (i) any unpaid salary through the date of all taxes so imposedtermination and any bonus earned in the prior year but not yet paid, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the recipient retains Company, (ii) the Target Bonus for the calendar year in which termination occurs, prorated for the portion of such year preceding termination (payable no later than the 30th day immediately following termination of employment), (iii) during each month of the Severance Period (as defined below), an amount equal to such taxesthe sum of (x) Executive's monthly salary at the rate in effect immediately preceding termination and (y) one-twelfth of the Executive's Target Bonus for the calendar year in which termination occurs, (iv) throughout the Severance Period, continuation of Executive's participation (including the Company's contributions thereto) in all benefit plans and practices in which Executive was participating immediately preceding termination, and (v) reimbursement to the Executive for up to $10,000 of executive outplacement services. Notwithstanding Except as set forth in this Subsection 6(c), the foregoing, benefits Company shall not have any additional obligations to the Executive under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above Agreement in the event that of Executive's termination of employment under this Subsection 6(c). (ii) In addition to the foregoing and notwithstanding any other agreement between the Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effectiveCompany, not later than sixty (60) days following his last day of employment. If all options to purchase the severance payments are otherwise subject to Section 409A Company's common stock which were held by the Executive at the time of the Internal Revenue Code termination of 1986, as amended the Executive's employment by the Company without Cause or by the Executive for Good Reason (the “Code”whether or not following a Change of Control), they shall begin (or be paid, as applicable) on become fully exercisable and shall remain exercisable for the first pay same period following the date that is sixty (60) days after termination as would apply if the Executive’s 's employment terminates. If the payments are had not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effectiveterminated.

By the Company Without Cause or By the Executive for Good Reason. If during the Term, (x) the Company terminates the Executive’s 's employment without Cause (which may be done at any time without prior notice) or (y) the Executive terminates his employment for Good Reason, the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition will be entitled to the payments upon termination specified in Section 5.1Accrued Benefits and, upon subject to the Executive's execution without revocation of a valid release agreement in a form reasonably acceptable to the Company within forty-five (45) days following the “Release”):date of termination of the Executive's employment, beginning on the 60th day following such termination, the Executive shall receive the severance payments set forth in this Section 5.3., specifically including: (a) lump sum payment for accrued unused vacation days, payable in accordance with Company policy; (b) a severance payment equal to the Executive’s 's annual Base Salary for a period Salary, payable in equal installments pursuant to the regular payroll practices of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductionsthe Company; (bc) a prorated portion of the Bonus (prorated through the Termination Date) that would otherwise be payable to the Executive at the same time payments are made to other participants as set forth in Section 4.2, for the fiscal year of the termination of employment; (d) the Target Bonus as a lump sum payment for unpaid portion of the period Bonus, if any, relating to any year prior to the fiscal year of severance owing under the Executive's termination, payable in accordance with Section 5.3(a)4.2 above; and, (ce) reimbursement of the cost of continuation coverage of group health coverage as enrolled at the time of termination of employment, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, for a maximum of twelve (including family coverage12) for thirty-six (36) months. The months following the end of the Initial Term or any Extended Term to the extent the Executive shall elect elects such continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, is eligible and subject to the extent, terms of the plan and applicable law; provided that any benefit described in this Section 5.3(c) canif the Executive is eligible to receive coverage from a new employer he shall not be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal entitled to such taxesreimbursement. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the payments or benefits set forth above in the event that the Executive breaches any of the provisions of Section 6 of this Agreement. The Executive must sign and not revoke6, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effectivebelow.

By the Company Without Cause or By the Executive for Good Reason. If (i) The Company may terminate the Company terminates Executive’s 's employment before the Expiration Date without Cause or Cause, and the Executive terminates his may terminate Executive's employment before the Expiration Date for Good Reason, upon 30-days written notice to the other party. If the Executive's employment is so terminated by the Company without Cause, or by the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary for a period of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiariesGood Reason, as the case may be, the Company shall pay and provide to the Executive (i) any unpaid salary through the date of all taxes so imposedtermination, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the recipient retains Company, (ii) the Target Bonus for the calendar year in which termination occurs, prorated for the portion of such year preceding termination (payable no later than the 30th day immediately following termination of employment), (iii) during each month of the Severance Period (as defined below), an amount equal to such taxesthe sum of (x) Executive's monthly salary at the rate in effect immediately preceding termination and (y) one-twelfth of the Executive's Target Bonus for the calendar year in which termination occurs, (iv) throughout the Severance Period, continuation of Executive's participation (including the Company's contributions thereto) in all benefit plans and practices in which Executive was participating immediately preceding termination, and (v) reimbursement to the Executive for up to $10,000 of executive outplacement services. Notwithstanding Except as set forth in this Subsection 6(c), the foregoing, benefits Company shall not have any additional obligations to the Executive under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above Agreement in the event that of Executive's termination of employment under this Subsection 6(c). (ii) In addition to the foregoing and notwithstanding any other agreement between <PAGE> 5 the Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effectiveCompany, not later than sixty (60) days following his last day of employment. If all Accelerated Options which were held by the severance payments are otherwise subject to Section 409A Executive at the time of the Internal Revenue Code termination of 1986, as amended the Executive's employment by the Company without Cause or by the Executive for Good Reason (the “Code”whether or not following a Change of Control), they shall begin (or be paid, as applicable) on become fully exercisable and shall remain exercisable for the first pay same period following the date that is sixty (60) days after termination as would apply if the Executive’s 's employment terminates. If the payments are had not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effectiveterminated.

By the Company Without Cause or By the Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or the Executive voluntarily terminates his the Executive’s employment for Good Reason, the Executive shall be entitled to receive a lump sum severance payment as set forth in this the Accrued Benefits and, subject to Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”):5.4: (a) If the Termination Date is occurs during the Initial Term, a lump sum payment in an amount equal to the Executive’s annual sum of (i) the Initial Base Salary for a period that would have been payable from the Termination Date through the end of twenty-four the Initial Term, plus (24ii) monthsthe Target Bonus, less standard income and payroll tax withholding and other authorized deductions;plus (iii) the total amount of Second Base Salary that would have been payable during the Second Term; or (b) If the Target Bonus as Termination Date occurs during the Second Term, a lump sum payment for in an amount equal to the period of severance owing under Section 5.3(aSecond Base Salary amounts that would have been payable from the Termination Date through the Term Date (assuming the Executive’s services had not terminated); and (c) reimbursement If the Termination Date occurs during the Initial Term, subject to the Executive electing continuation coverage under a policy, plan, program or arrangement of the Company or its affiliate pursuant to COBRA, on the first regularly scheduled payroll date of each month for a period of eighteen (18) months following the Termination Date the Company will pay to the Executive (i) an amount equal to the monthly cost of continuation coverage of group health coverage (including family coverage), plus (ii) for thirty-six an additional amount such that after payment by the Executive of all taxes imposed on the amount paid pursuant to clause (36) monthsi), the Executive retains an amount equal to such taxes. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six eighteen (3618) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective.

By the Company Without Cause or By the Executive for Good Reason. If Subject to the Executive’s compliance with Section 7 hereof and subject to the execution by the Executive, without revocation, of a general release in the form attached hereto as Exhibit A or in other form satisfactory to the Company terminates (the “Release”), if during the Employment Term, without the Consulting Term having commenced, the Executive’s employment terminates without Cause or Executive terminates his employment for Good Reason, the Executive shall receive a lump sum the severance payment as payments set forth in this Section 5.3, in addition 5.2 at such times and subject to the provisions of paragraphs (I) and (II) below (which shall be in lieu of any payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable or benefits to which the Executive may be entitled under any Company severance plan (the “ReleaseSeverance Plan”)): (a) lump sum payment equal to the Executive’s annual any unpaid Base Salary for a period through the date of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductionstermination; (b) the Target Bonus as a lump sum payment pro rata bonus for the period year of severance owing termination, calculated as the product of (x) “Severance Bonus Amount” (as defined below) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination and the denominator of which is 365, payable at the time that bonuses are paid after the Executive’s termination date to similarly situated employees; (c) any accrued but unused vacation pay; (d) an amount equal to one (1) times Base Salary; (e) continued receipt of welfare benefits for 24 months after the Executive’s date of termination; provided, however, if the Executive becomes reemployed with another employer and is eligible to receive welfare benefits under Section 5.3(a)another employer-provided plan, the welfare benefits described in this clause 5.2(e) shall be secondary to those provided under such other plan; and (cf) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage accrued benefits pursuant to COBRA. The thirty-six (36) month period shall include, the terms and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement conditions of the Company’s benefit plans and programs. (I) Upon a termination without Cause or for Good Reason, then the payment set forth in Section 5.2(a) shall be paid within 10 business days after the date of termination (unless an earlier date is prescribed by law). (II) Upon a termination without Cause or for Good Reason, the payments set forth in Sections 5.2(b)-(d) shall be made in a lump sum only after the Executive has executed and delivered to the Company will itself pay or provide for the payment Release within the period stated below and after any applicable revocation period in the Release has expired. Within forty-five (45) days after the date of termination (the “Delivery Deadline”), the Executive shall deliver to the ExecutiveCompany either an executed Release or a notice stating that the Executive has a good faith, bona fide dispute regarding his dependents, eligible family members and beneficiaries, employment or the termination of such benefits, along with, in his employment with the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of Company (“Dispute Notice”). If the Company, Executive delivers an additional amount such that after payment executed Release by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposedDelivery Deadline, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide make the benefits payments set forth above in Sections 5.2(c)-(d) on the event first business day that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than is sixty (60) days following his last day after the date of employment. If the severance payments are otherwise subject to termination (provided that, as permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paidthe Company may, as applicable) in its sole discretion, make such payments on the first pay period following the any date that is sixty no more than thirty (6030) days after prior to such date), and the Executive’s employment terminatesCompany shall make the payment set forth in Section 5.2(b) at the time that bonuses are paid to similarly situated employees (on or before March 15 of the year following the year in which the relevant services required for payment have been performed). If the payments are not otherwise subject to Executive delivers a Dispute Notice by the Delivery Deadline, the Company shall, as permitted by Section 409A of the Code, they shall begin make the payments set forth in Sections 5.2(b)-(d) within thirty (or be paid30) days after the date that the dispute is resolved, as applicable) on the first pay period after an executed Release is delivered and the Release becomes effectiveeffective and irrevocable in accordance with its terms (the “Resolution Date”), but in no event later than the end of the calendar year in which the Resolution Date occurs (except with respect to Section 5.2(b), not sooner than the time that bonuses are paid to similarly situated employees). If the Executive fails to deliver either an executed Release or a Dispute Notice by the Delivery Deadline, the Executive will be deemed to have waived the payments set forth in Sections 5.2(b)-(d) and the Company will have no further obligation to make those payments. The Company shall have no obligation to provide the payments and benefits set forth above in the event that Executive breaches the provisions of Section 7.

By the Company Without Cause or By the Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary for a period of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirtyup to twenty-six four (3624) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirtytwenty-six four (3624) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members members, or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that the Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective.

By the Company Without Cause or By the Executive for Good Reason. If during the Term, (i) the Company terminates the Executive’s 's employment without Cause (which may be done at any time without prior notice) or (ii) the Executive terminates his employment for Good Reason, the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition will be entitled to the payments upon termination specified in Section 5.1Accrued Benefits and, upon subject to the Executive's execution without revocation of a valid release agreement agreement, substantially in a the form reasonably acceptable to attached hereto as Exhibit A, within forty-five (45) days following the Company date of termination of the Executive's employment, the Executive shall receive the severance payments and benefits set forth in paragraphs (the “Release”):a) and (b) of this Section 5.3. (a) lump sum payment equal a prorated portion of the Bonus that would have been payable to the Executive’s annual Base Salary for a period Executive through the Termination Date; based on the Company's performance targets being met from the beginning of twenty-four (24) monthsthe fiscal year through the Termination Date, less standard income and payroll tax withholding and payable when such Bonus is paid to other authorized deductions;executives; and, (b) a severance payment equal to two (2) times the Target Bonus as a lump sum payment for Executive's Base Salary, payable in accordance with the period of severance owing under Section 5.3(a); andnormal company payroll process; (c) reimbursement on a monthly basis, beginning on the 60th day following the Termination Date, of the cost of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (including family coverage"COBRA"), for a maximum of eighteen (18) for thirty-six (36) months. The months following the Termination Date to the extent the Executive shall elect elects such continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, is eligible and subject to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement terms of the Company, then plan and applicable law; provided that if the Company will itself pay or provide for the payment Executive becomes eligible to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject receive coverage from a new employer he shall cease to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal entitled to such taxesreimbursement. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the severance payments or benefits set forth above in the event that the Executive breaches any of the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective6.

By the Company Without Cause or By the Executive for Good Reason. If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary for a period of twenty-four (24) monthsmonths following such termination of employment if termination occurs during the first twelve (12) months of this Agreement and for a period of twelve (12) months if termination occurs during or after the thirteenth (13th) month of this Agreement, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) pursuant to COBRA for thirty-a maximum of six (366) months. The months to the extent the Executive shall elect elects such continuation coverage pursuant and is eligible and subject to COBRA. The thirty-six (36) month period shall include, the terms of the plan and run concurrently with, the maximum continuation coverage period pursuant to COBRAlaw. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective.

By the Company Without Cause or By the Executive for Good Reason. If during the Term the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, the Executive shall notify the Company within twenty (20) days of notice of such termination as to whether (i) he desires to receive a lump sum the incremental severance payment as payments set forth in this Section 5.3, 6.3 (in addition to the payments upon termination specified in Section 5.16.2) and be subject to the non-competition provisions contained in Section 7.3 or (ii) he desires to forego the incremental severance payments set forth in this Section 6.3 and be permitted to engage in conduct that would otherwise violate Section 7.3. In the event the Executive elects to forego the incremental severance payments, he shall be entitled to receive the payments upon termination set forth in Section 6.2 only. In the event that the Executive makes no election within such ten (10) day period, the Executive shall be deemed to have elected to receive the incremental severance payments set forth in this Section 6.3. In the event Executive elects to receive the incremental severance payments, the Executive shall be entitled to receive upon execution without revocation of a valid mutual release agreement (substantially in a form reasonably acceptable attached hereto as Exhibit C, the terms of which may change to reflect changes necessary to conform with applicable law but shall still reflect the intent of the original release to the Company (the “Release”):maximum extent possible) and subject to Section 8 hereof: (a) lump sum payment equal to continued Base Salary, for the Executive’s annual Base Salary for a period greater of twenty-four (24i) the remainder of the Term or (ii) twelve (12) months, less standard income and payroll tax withholding and other authorized deductions;payable monthly the first payment commencing no later than 10 business days after the Company receives notice from the Executive that he elects to receive the incremental severance payments set forth in this Section 6.3 (or is so deemed to have elected to receive such payments); provided, that, if payments would continue for more than twelve (12) months, the amount in excess of twelve (12) months shall be paid to the Executive in a lump sum at the conclusion of the twelve (12) month period; and (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described bonus payments in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an aggregate amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when bonus amount received by the Executive is covered under another group health plan. The Company shall have no obligation for the year prior to provide the benefits set forth above in the event that Executive breaches the provisions calendar year of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Codetermination, they shall begin payable in equal monthly installments for twelve (or be paid, as applicable12) on the first pay period after the Release becomes effectivemonths.

By the Company Without Cause or By the Executive for Good Reason. If the Executive incurs a separation from service as a result of termination of employment by the Company terminates without Cause (and not as a result of death or a Disability) pursuant to Section 7(c) above or by the Executive for Good Reason pursuant to Section 7(d)(i) above, then the Company shall pay or provide to the Executive: (i) the Accrued Obligations, within thirty (30) days after the date of such separation from service; (ii) the Pro Rata Bonus by the January 31 following the fiscal year in which the separation from service occurs; and (iii) continued payment of Base Salary (plus an amount equal to 100% of the Executive’s target annual cash bonus as of his separation from service divided by the number of regularly scheduled pay dates per year) for twelve (12) months following such separation from service. All amounts owing under this clause (c)(iii) shall be payable in accordance with normal payroll practices. (iv) In addition to the foregoing clause (c)(iii), if the Executive incurs a separation from service as a result of termination of employment by the Company without Cause (and not as a result of death or a Disability) pursuant to Section 7(c) above or by the Executive terminates his employment for Good ReasonReason pursuant to Section 7(d) above, in each case during the period commencing six months prior to the consummation of a “change in control” and ending 18-months following the consummation of a “change in control”, as defined in the Fidelity & Guaranty Life 2013 Stock Incentive Plan, the Executive shall also receive a lump sum severance payment payments equal to an additional 12 months Base Salary plus an amount equal to an additional 100% of the Executive’s target annual cash bonus, in each case payable at the same times as the payments made under the first sentence of clause (c)(iii). (v) Any amounts payable to the Executive pursuant to any equity award agreement entered into between the Executive and FGL shall be payable by Fidelity & Guaranty Life as provided in such equity award agreement. Other than as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary for a period of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently withsubsection, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation further obligations to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective.

By the Company Without Cause or By the Executive for Good Reason. If (i) The Company may terminate the Company terminates Executive’s 's employment before the Expiration Date without Cause or Cause, and the Executive terminates his may terminate Executive's employment before the Expiration Date for Good Reason, upon 30-days written notice to the other party. If the Executive's employment is so terminated by the Company without Cause, or by the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary for a period of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiariesGood Reason, as the case may be, the Company shall pay and provide to the Executive (i) any unpaid salary through the date of all taxes so imposedtermination, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the recipient retains Company, (ii) the Target Bonus for the calendar year in which termination occurs, prorated for the portion of such year preceding termination (payable no later than the 30th day immediately following termination of employment), (iii) during each month of the Severance Period (as defined below), an amount equal to such taxesthe sum of (x) Executive's monthly salary at the rate in effect immediately preceding termination and (y) one-twelfth of the Executive's Target Bonus for the calendar year in which termination occurs, (iv) throughout the Severance Period, continuation of Executive's participation (including the Company's contributions thereto) in all benefit plans and practices in which Executive was participating immediately preceding termination, and (v) reimbursement to the Executive for up to $10,000 of executive outplacement services. Notwithstanding Except as set forth in this Subsection 6(c), the foregoing, benefits Company shall not have any additional obligations to the Executive under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above Agreement in the event that of Executive's termination of employment under this Subsection 6(c). (ii) In addition to the foregoing and notwithstanding any other agreement between the Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effectiveCompany, not later than sixty (60) days following his last day of employment. If all Accelerated Options which were held by the severance payments are otherwise subject to Section 409A Executive at the time of the Internal Revenue Code termination of 1986, as amended the Executive's employment by the Company without Cause <PAGE> 5 or by the Executive for Good Reason (the “Code”whether or not following a Change of Control), they shall begin (or be paid, as applicable) on become fully exercisable and shall remain exercisable for the first pay same period following the date that is sixty (60) days after termination as would apply if the Executive’s 's employment terminates. If the payments are had not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effectiveterminated.

By the Company Without Cause or By the Executive for Good Reason. If the Company terminates Executive’s employment without with the Company hereunder is terminated by the Company Without Cause pursuant to Section 4(d) or the Executive terminates his employment for Good ReasonReason pursuant to Section 4(c), the Company shall as soon as practicable (until such earlier time that the Executive violates the provisions of Section 6(b) or (c) wherein the Company shall receive a lump sum severance payment as set forth in this Section 5.3, in addition have no further obligations to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable Executive hereunder) (i) pay the Executive any Base Salary and/or pro-rata Bonus accrued and due to the Company Executive under Section 3(a) and/or 3(b) through the Executive’s date of termination; and (ii) pay to the “Release”): (a) lump sum payment Executive on the final day of employment, or as soon as practicable thereafter, an amount equal to the greater of: (A) twelve (12) months of Executive’s annual then current Base Salary or (B) Four Hundred Thousand Dollars ($400,000 USD); and (iii) at the Company’s expense, continuation of Executive’s medical, dental and life insurance benefits coverage for a period of twenty-four no less than one year following said termination date; and (24iv) months, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing pay any amounts unconditionally accrued under Section 5.3(a); and (c) reimbursement any pension or benefit plans of the cost of continuation coverage of group health coverage Company in accordance with the terms thereof; and (v) pay amounts earned, unconditionally accrued or owing to Executive but not yet paid, including, without limitation, any salary (including family coveragedeferred salary, if applicable), bonus or stock options plus accrued interest thereon earned through the date of termination, and (vi) for thirty-six (36) monthsprovide other benefits unconditionally accrued and vested on the date of termination, if any, in accordance with applicable plans and programs of the Company. The Executive shall elect continuation coverage not be required to mitigate the amount of his severance benefit payable pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”5(c), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Executive’s employment terminates. If the payments are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective.

By the Company Without Cause or By the Executive for Good Reason. If during the Company terminates Term the Executive’s employment without Cause is terminated by the Company other than for Cause, death or Disability or if the Executive terminates his employment for Good Reason, then (i) the Company shall pay the Executive the Accrued Obligation; (ii) the Company shall pay to the Executive a lump sum amount equal to his Base Salary and Ancillary Term Compensation (at the rate in effect as of the Date of Termination) for the remainder of the Base Term and the Ancillary Term; (iii) all equity-based awards then held by Executive shall become fully vested and exercisable as of the Notice of Termination; (iv) the Company shall continue to provide to the Executive the benefits described in Section 4(f), to the extent legally permitted, until the end of the Term (and the Executive shall, upon termination of health plan coverage under this Section and to the extent permitted by applicable law, have the right to elect COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”)); provided that the benefits described in this Section 8(e)(iv) shall be reduced to the extent benefits of the same type are received by, or made available at no greater cost to, the Executive under any group plan, whether by reason of new employment, participation in a spouse’s plan or otherwise, during such period, and provided, further, that the Executive shall have the obligation to notify the Company that he is entitled to receive such benefits; (v) the committee (as defined in the Xxxxxxx & Xxxxxxxxx Services, Inc. 1988 Nonstatutory Stock Option Plan) shall deem Executive’s termination of employment as a retirement under the Xxxxxxx & Xxxxxxxxx Services, Inc. 1988 Nonstatutory Stock Option Plan; and (vi) the Company shall pay to the Executive a lump sum severance payment as set forth in this Section 5.3amount, in addition to the payments upon termination specified in Section 5.1cash, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual aggregate value of the Discretionary Bonus award contemplated by Section 4(b)(ii) that the Executive would have earned as of the last day of the Base Salary for a period Term, assuming the achievement, at the expected value target level, of twenty-four the performance goals established with respect to such award (24) months, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(ait being understood that such amount is $750,000); and (cvii) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above in the event that Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effective, not later than sixty (60) days following his last day of employment. If the severance payments are otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), they shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after if the Executive’s employment terminates. If is terminated before he has been granted the payments are not otherwise stock option contemplated by Section 4(d), then in lieu of granting such stock option the Company shall pay to the Executive a lump sum payment, in cash, equal to the Black-Scholes value, as reasonably determined by the Company as of February 1, 2006, of an option to purchase 5,000 shares of the Company’s common stock, assuming for this purpose the option was granted on February 1, 2006, the per share exercise price under the option is the fair market value of a share of the Company’s common stock on the date of Executive’s termination, the option has the same terms and conditions as applied to the option granted by the Company to the Executive on March 31, 2004 (other than the number of shares subject to the option), and the option remains outstanding for the full ten year term; and utilizing the risk free interest rate, dividend yield, and expected volatility assumptions used by the Company for purposes of valuing stock options for its 2005 fiscal year as reflected in its fiscal year 2005 Form 10-K filed with the Securities and Exchange Commission. The Company agrees that, if the Executive’s employment with the Company terminates during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Section 409A 8. Further, except with respect to the benefits provided pursuant to clause (iv) above, the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise. Satisfaction of the Codeobligations to the Executive under Sections 8(b) and 8(e) of this Agreement is contingent upon the Executive’s (or, they shall begin (if applicable, his designated beneficiary or be paid, as applicablelegal representative’s) on execution of a release substantially in the first pay period after the Release becomes effectiveform of Exhibit A hereto.

By the Company Without Cause or By the Executive for Good Reason. If (i) The Company may terminate the Company terminates Executive’s 's employment before the Expiration Date without Cause or Cause, and the Executive terminates his may terminate Executive's employment before the Expiration Date for Good Reason, upon 30-days written notice to the other party. If the Executive's employment is so terminated by the Company without Cause, or by the Executive shall receive a lump sum severance payment as set forth in this Section 5.3, in addition to the payments upon termination specified in Section 5.1, upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (the “Release”): (a) lump sum payment equal to the Executive’s annual Base Salary for a period of twenty-four (24) months, less standard income and payroll tax withholding and other authorized deductions; (b) the Target Bonus as a lump sum payment for the period of severance owing under Section 5.3(a); and (c) reimbursement of the cost of continuation coverage of group health coverage (including family coverage) for thirty-six (36) months. The Executive shall elect continuation coverage pursuant to COBRA. The thirty-six (36) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or his dependents, eligible family members or beneficiariesGood Reason, as the case may be, the Company shall pay and provide to the Executive (i) any unpaid salary through the date of all taxes so imposedtermination, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the recipient retains Company, (ii) the Target Bonus for the calendar year in which termination occurs, prorated for the portion of such year preceding termination (payable no later than the 30th day immediately following termination of employment), (iii) the Contract Year Bonus for the Contract Year in which termination occurs, prorated for the portion of such year preceding termination (payable no later than the 30th day immediately following termination of employment), (iv) during each month of the Severance Period (as defined below), an amount equal to such taxesthe sum of (x) Executive's monthly salary at the rate in effect immediately preceding termination and (y) one-twelfth of the Executive's Target Bonus for the calendar year in which termination occurs, and (z) one-twelfth of the Contract Year Bonus, (v) throughout the Severance Period, continuation of Executive's participation (including the Company's contributions thereto) in all benefit plans and practices in which Executive was participating immediately preceding termination, and (vi) reimbursement to the Executive for up to $10,000 of <PAGE> 6 executive outplacement services. Notwithstanding Except as set forth in this Subsection 6(c), the foregoing, benefits Company shall not have any additional obligations to the Executive under this Section 5.3(c) shall cease when the Executive is covered under another group health plan. The Company shall have no obligation to provide the benefits set forth above Agreement in the event that of Executive's termination of employment under this Subsection 6(c). (ii) In addition to the foregoing and notwithstanding any other agreement between the Executive breaches the provisions of Section 6 of this Agreement. The Executive must sign and not revoke, and the Release must become effectiveCompany, not later than sixty (60) days following his last day of employment. If all options to purchase the severance payments are otherwise subject to Section 409A Company's common stock which were held by the Executive at the time of the Internal Revenue Code termination of 1986, as amended the Executive's employment by the Company without Cause or by the Executive for Good Reason (the “Code”whether or not following a Change of Control), they shall begin (or be paid, as applicable) on become fully exercisable and shall remain exercisable for the first pay same period following the date that is sixty (60) days after termination as would apply if the Executive’s 's employment terminates. If the payments are had not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effectiveterminated.