Common use of Certain Termination Benefits Clause in Contracts

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period of twelve months (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date; (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation payment of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period of twelve months from the date of termination (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to timetime with each payment intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)) (“Severance Payments”) with the first payment starting on Severance Payment made at any time determined by the first payroll date that occurs 30 Company within 60 days after the Termination Datedate of termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Payments shall begin to be paid in the second calendar year by the last day of such 60-day period; (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from the date of termination until the earlier earliest of: (1) twelve months after the date of termination, (2) the date when Executive becomes eligible for group medical plan participation under any subsequent employer’s group medical plan, or (23) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities and any other separation agreement terms that the Company determines to include (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement Agreement becomes fully effective.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c6(c) or Section 5(d6(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period of twelve months from the date of termination (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date); (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits during the twelve months in which Executives is receiving payments pursuant to subsection (i) above, to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b4(b) had his employment not been terminated, prorated based on pro rated for the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination dateparticipants. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i6(e)(i) and Section 5(e)(ii6(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. The Company’s liability for Base Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid to Executive pursuant to any severance pay plan of the Company. Notwithstanding the foregoing, nothing in this Section 5(e6(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii6(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e6(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c6(c) or Section 5(d6(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims effectuating such full satisfaction, compromise and release, in favor of the Company and related persons its affiliates of any and entities all claims (“Release Agreement”other than those arising under this Agreement or under the Stockholders Agreement dated as of November 5, 2004 by and among Monotype Imaging Holdings Corp. and the Investors and Management Stockholders party thereto), which general release shall be effective upon termination of employment and shall be in a form reasonably satisfactory to the Company, it being understood that no Termination Benefits shall be provided unless and until Executive executes and delivers such Release agreement becomes fully effectiverelease.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive Employee under this Agreement shall terminate on the date of termination of Executive’s Employee's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s Employee's employment with the Company pursuant to Section 5(c6(c) or Section 5(d6(d) above, the Company shall provide to Executive Employee the following termination benefits (“"Termination Benefits”"): (i) continuation of salary at a rate equal to one-hundred fifty percent (10050%) of Executive’s Employee's Base Salary as in effect on the date of termination for a period of twelve months two years from the date of termination (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s 's usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date;); and (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits during the first twelve (12) months in which Employee is receiving payments pursuant to subsection (i) above, to the extent authorized by and consistent with 29 U.S.C. § Section 1161 et seq. (commonly known as “"COBRA”"), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive Employee as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i(i) and Section 5(e)(ii(ii) in the event that Executive Employee fails to comply in any material respect with Executive’s Employee's Continuing Obligations under this Agreement. The Company's liability for Base Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay due or otherwise paid to Employee pursuant to any severance pay plan or stay bonus plan of the Company. Notwithstanding the foregoing, nothing in this Section 5(e6(e) shall be construed to affect Executive’s Employee's right to receive COBRA continuation entirely at Executive’s Employee's own cost to the extent that Executive Employee may continue to be entitled to COBRA continuation after Executive’s Employee's right to cost sharing under Section 5(e)(ii6(e)(ii) ceases. The Company and Executive Employee agree that the Termination Benefits paid by the Company to Executive Employee under this Section 5(e6(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s Employee's employment pursuant to Section 5(c) or Section 5(d6(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s Employee's delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of any and all claims (other than those arising under this Agreement) upon termination of employment in favor of a form reasonably satisfactory to the Company and related persons and entities (“Release Agreement”)Company, it being understood that no Termination Benefits shall be provided unless and until Employee executes and delivers such Release agreement becomes fully effectiverelease.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date Date of termination Termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, then in addition to the Accrued Obligations, and subject to the signing of the Release Agreement (defined below) by Executive and the Release Agreement becoming irrevocable, all within 60 days after the Date of Termination, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation to the extent not paid prior to the date of salary at a rate Executive’s Date of Termination, Executive’s annual cash bonus for the year prior to the year in which Executive’s employment was terminated, determined based upon the Company’s and Executive’s actual performance, paid as and when such annual cash bonuses are paid to similarly situated active employees of the Company, but in no event later than March 15 of the calendar year in which Executive’s Date of Termination occurs; and (ii) an amount equal to one-hundred Executive’s annual cash bonus for the year in which Executive’s employment is terminated, determined based upon the Company’s and Executive’s actual performance, multiplied by a fraction the numerator of which is the number of days in the year up to the Date of Termination and the denominator of which is 365, paid as and when such annual cash bonuses are paid to similarly situated active employees of the Company but in no event later than March 15 of the calendar year following the year in which Executive’s Date of Termination occurs; and (100%iii) of payment equal to Executive’s Base Salary as in effect on the date Date of termination Termination for a period of twelve months from the Date of Termination (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date;); and (iiiv) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with to Executive a monthly cash payment, in an amount equal to the cost of monthly employer contribution that the regular premium for such benefits shared in the same relative proportion Company would have made to provide health insurance to Executive if Executive had remained employed by the Company and Executive as in effect on Company, through the date of termination from the date of termination until the earlier earliest of: (1) twelve months after the Date of Termination, (2) the date of terminationwhen Executive becomes eligible for group medical plan participation under any subsequent employer’s group medical plan, or (23) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) herein in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii5(e)(iv) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities and any other separation agreement terms that the Company determines to include (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement Agreement becomes fully effective. The Company may pay or commence payment of the Termination Benefits hereunder at any time within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Termination Benefits shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in In the event of termination of Executive’s employment with by the Company pursuant without Cause and other than for death or disability, or by the Officer with Good Reason, the Officer shall be entitled to the following benefits, subject to the provisions of Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation Subject to subsection (iii) below, for the remaining term of salary this contract immediately following the date of termination the Company shall continue to pay the Officer his Base Salary, and any unpaid bonus relating to a fiscal year of the Company completed prior to the date of termination, at a the rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period of twelve months (payment shall be subject termination, such payments to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after same periodic dates as salary payments would have been made to the Termination Date;Officer had he not been terminated. (ii) provided Executive elects and remains eligible Subject to subsection (iv) below, for the continuation remaining term of group health plan this contract immediately following the date of termination the Officer shall continue to receive medical and life insurance benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion plans made available by the Company and Executive as to its employees at the expense of the Company to substantially the same extent the Officer received such benefits on the date of termination (it being acknowledged that the post-termination plans may be different from the plans in effect on the date of termination from termination). For purposes of application of such benefits, the Officer shall be treated as if he had remained in the employ of the Company, with a Base Salary at the rate in effect on the date of termination. (iii) During the final period of the contract that begins on the first anniversary date of the termination of employment and ends on the expiration date, the Company’s obligation to continue to pay the Base Salary to the Officer pursuant to subsection 4(g)(i) during said period shall terminate thirty days after the Officer obtains full-time employment with another employer that provides an annualized base salary that is at least equal to 75% of the Base Salary being paid by the Company. (iv) The Company’s obligation to provide the Officer with medical and life insurance benefits pursuant to subsection 4(g)(ii) hereof shall terminate in the event the Officer obtains new employment and is eligible to participate in substantially comparable medical and life insurance programs made available to him and similarly situated employees by or through his new employer. If only one type of insurance (e.g., medical) is made available to the Officer and similarly situated employees, the Company will continue to provide the Officer with the other insurance coverage for the remainder of the contract period or until such type of insurance is made available to him and similarly situated employees by his new employer, whichever occurs sooner. (v) During the earlier of: (1) twelve months after contract period following the date of termination, or (2) the Officer shall provide the Company with at least ten days written notice before the starting date Executive is no longer eligible for COBRA; and (iii) payment of any employment, identifying the prospective employer and its affiliated companies and the job description, including a description of the bonus that proposed geographic market area associated with the Executive would have been entitled to receive under the bonus or other performance plan referred to new position. The Officer shall notify in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 writing any new employer of the calendar year following the termination date. The Company shall have the right to terminate all existence of the Termination Benefits restrictive covenants set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under 5 of this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive Employee under this Agreement shall terminate on the date of termination of Executive’s Employee's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s Employee's employment with the Company pursuant to Section 5(c6(c) or Section 5(d6(d) above, the Company shall provide to Executive Employee the following termination benefits (“"Termination Benefits”"): (i) continuation of salary at a rate equal to one-hundred (100%) % of Executive’s Employee's Base Salary as in effect on the date of termination for a period of twelve months three (3) years from the date of termination (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s 's usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date;); and (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits during the time in which Employee is receiving payments pursuant to subsection (i) above, to the extent authorized by and consistent with 29 U.S.C. § Section 1161 et seq. (commonly known as “"COBRA”"), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive Employee as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i(i) and Section 5(e)(ii(ii) in the event that Executive Employee fails to comply in any material respect with Executive’s Employee's Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this The Company's liability for Base Salary continuation pursuant to Section 5(e6(e)(i) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid reduced by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release amount of any claims arising exclusively out of any termination of Executive’s employment severance pay due or otherwise paid to Employee pursuant to Section 5(c) any severance pay plan or Section 5(d), and that the payment stay bonus plan of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.the

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive’s 's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive’s 's employment with the Company pursuant to Employer without Cause, as provided in Section 5(c) or Section 5(d6(b) above, the Company Employer shall provide to the Executive the following termination benefits (“"Termination Benefits”"): (i) continuation of salary the Executive's Salary at a the rate equal to one-hundred (100%) of Executive’s Base Salary as then in effect on the date of termination for a period of twelve months (payment shall be subject pursuant to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination DateSection 4(a); (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost participation in all employee benefit plans of the regular premium for such benefits shared in Employer, subject to the limitations and restrictions of each individual plan, contract or agreement, on the same relative proportion by the Company and Executive terms as in effect on prior to the date termination of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; andemployment; (iii) payment of a portion of the bonus Executive's COBRA continuation coverage, if elected by the Executive, equal to the Employer's share of such benefit payments as of the date of termination of employment; (iv) a payment equal to the average of the Target Bonus actually paid as to the most recently completed annual incentive period and the Target Bonus that the Executive would have been entitled paid as to receive under the bonus or other performance plan referred to annual incentive period in Section 3(bwhich the termination of employment takes place; and (v) had his employment not been terminatednotwithstanding the terms of any individual stock option agreement, prorated based on the number of days the Executive may exercise any option that was employed exercisable by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 its terms as of the calendar date of termination through the date which is the earlier of one year following after the date of termination dateor ten years after the grant date of any such option. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i(i), (ii), and (iii) and Section 5(e)(iiabove shall continue for fifteen (15) months after the date of termination (the "Termination Benefits Period"). The Executive's Salary during the Termination Benefits Period shall be paid according to the normal payroll practices of the Employer. The payment described in (iv) above shall be paid at such time as the Target Bonus would be paid in the normal course as though the Executive was still in employment at such time. In the event of the death of the Executive during the Termination Benefits Period, any unpaid Termination Benefits shall be paid to the estate of the Executive. The Termination Benefits shall be offset by any amounts owed to the Employer by the Executive according to a schedule determined by mutual agreement between the Executive and the Board of Directors, except that in the absence of a mutual agreement, the Board of Directors may reduce such payments according to a schedule it determines in its sole discretion. The Employer's liability for Salary continuation pursuant to Section 6(c)(i) shall be reduced by the amount of any severance pay due or otherwise paid to the Executive fails pursuant to comply in any material respect with Executive’s Continuing Obligations under this Agreementseverance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing in this Section 5(e6(c) shall be construed to affect the Executive’s 's right to receive COBRA continuation entirely at the Executive’s 's own cost to at the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment end of the Termination Benefits Period. Notwithstanding anything to the contrary in this Agreement, the Executive shall not be contingent upon Executive’s delivery entitled to any Termination Benefit under this Agreement, including any Termination Benefits payable subsequent to a Change of Control as described in Section 6(e) below, unless the Executive first (i) enters into a valid and irrevocable separation agreement agreement, including a release of all claims against the Employer and any affiliate of the Employer, in a form satisfactory then acceptable to the Company Employer and substantially in the form attached hereto as Exhibit A, provided that shall include a general the form of release of claims in favor is sufficient to effectuate the interests of the Company parties to this agreement, and related persons (ii) resigns from any and entities (“Release Agreement”)all positions, it being understood including, without implication of limitation, as a director, trustee, and officer, that no Termination Benefits shall be provided unless the Executive then holds with the Employer and until such Release agreement becomes fully effectiveany affiliate of the Employer.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in In the event of termination of Executive’s employment with by the Company pursuant without Cause and other than for death or disability, or by the Officer with Good Reason, the Officer shall be entitled to the following benefits, subject to the provisions of Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation Subject to subsection (iii) below, for a two-year period immediately following the date of salary at a rate equal termination the Company shall continue to one-hundred (100%) of Executive’s pay the Officer his Base Salary as (not including any bonus other than any unpaid bonus relating to a fiscal year of the Company completed prior to the date of termination) at the rate in effect on the date of termination for a period of twelve months (payment shall be subject termination, such payments to withholding under applicable law and shall be made in on the same periodic installments in accordance with dates as salary payments would have been made to the Company’s usual payroll practice for executive officers Officer had he not been terminated. The Company and the Officer will use their best efforts to accelerate the vesting of any nonvested benefits of the Company as in effect from time Officer under any employee stock-based or other benefit plan or arrangement to time) with the first payment starting on extent permitted by the first payroll date that occurs 30 days after the Termination Date;terms of such plan or arrangement. (ii) provided Executive elects Subject to subsection (iv) below, for a two-year period immediately following the date of termination the Officer shall continue to receive medical and remains eligible for the continuation of group health plan life insurance benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion plans made available by the Company and Executive as to its employees at the expense of the Company to substantially the same extent the Officer received such benefits on the date of termination (it being acknowledged that the post-termination plans may be different from the plans in effect on the date of termination from termination). For purposes of application of such benefits, the Officer shall be treated as if he had remained in the employ of the Company, with a Base Salary at the rate in effect on the date of termination. (iii) During the twelve month period that begins on the first anniversary date of the termination of employment and ends on the second anniversary date, the Company’s obligation to continue to pay the Base Salary to the Officer pursuant to subsection 4(f)(i) during such second twelve month period shall terminate thirty days after the Officer obtains full-time employment with another employer that provides an annualized base salary that is at least equal to 75% of the Base Salary being paid by the Company. (iv) The Company’s obligation to provide the Officer with medical and life insurance benefits pursuant to subsection 4(f)(ii) hereof shall terminate in the event the Officer obtains new employment and is eligible to participate in substantially comparable medical and life insurance programs made available to him and similarly situated employees by or through his new employer. If only one type of insurance (e.g., medical) is made available to the Officer and similarly situated employees, the Company will continue to provide the Officer with the other insurance coverage for the remainder of the two year period or until such type of insurance is made available to him and similarly situated employees by his new employer, whichever occurs sooner. (v) During the earlier of: (1) twelve months after two-year period following the date of termination, or (2) the Officer shall provide the Company with at least ten days written notice before the starting date Executive is no longer eligible for COBRA; and (iii) payment of any employment, identifying the prospective employer and its affiliated companies and the job description, including a description of the bonus that proposed geographic market area associated with the Executive would have been entitled to receive under the bonus or other performance plan referred to new position. The Officer shall notify in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 writing any new employer of the calendar year following the termination date. The Company shall have the right to terminate all existence of the Termination Benefits restrictive covenants set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under 5 of this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s 's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s 's employment with the Company pursuant to Section 5(c6(c) above during the Term or Section 5(d) aboveany Renewal Period, the Company shall provide pay to Executive in a lump sum (a) the following Base Salary for the remainder of the Term or the Renewal Period, (b) three years' Base Salary, (c) any Performance Bonus to which Executive may be entitled, (d) an amount equal to the average of any discretionary bonus paid to Executive during the three years prior to his termination benefits and (“Termination e) the Company shall immediately repay in full, irrespective of the terms of the promissory notes or other agreements evidencing the indebtedness, any loans made by the Executive to the Company or personally guaranteed by the Executive on behalf of the Company (the "Severance Benefits”): "). In the event of termination of Executive's employment with the Company pursuant to Sections 6(a) or 6(b) above, all obligations of the Company under this Agreement shall immediately terminate other than (i) continuation any obligation of salary at a rate equal the Company with respect to one-hundred (100%) of Executive’s Base earned but unpaid Salary as in effect on and earned benefits contemplated hereby to the extent accrued or vested through the date of termination for a period of twelve months and (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with ii) the Company’s usual payroll practice for executive officers obligation of the Company as to immediately repay in effect from time full, irrespective of the terms of the promissory notes or other agreements evidencing the indebtedness, any loans made by the Executive to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date; (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with or personally guaranteed by the cost Executive on behalf of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination dateCompany. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive parties hereto agree that the Termination Severance Benefits paid by the Company are to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s 's employment pursuant to Section 5(c) or Section 5(d6(c), and that the payment of the Termination Benefits such amounts shall be contingent upon Executive’s 's delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of such claims upon termination of employment in favor of a form reasonably satisfactory to the Company and related persons and entities (“Release Agreement”)Company, it being understood that no Termination Severance Benefits shall be provided unless and until Executive determines to execute and deliver such Release agreement becomes fully effectiverelease.

Certain Termination Benefits. Unless otherwise specifically provided In the event of termination by the Employer without Cause, or by the Executive with Good Reason, the Executive shall be entitled to the following benefits: (i) A lump sum payment equal to 1.00 multiplied times the highest Reported Compensation of the Executive in this Agreement the 3 full years preceding the date of termination. Reported Compensation is defined as the compensation reported on the Executive’s Form W-2; Executive agrees that the Employer will have the right to delay the payment of any severance payment amount to the extent necessary or otherwise required appropriate to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code; (ii) For the period subsequent to the date of termination until the Expiration Date, the Employer shall pay the Executive any bonuses that have been accrued or earned as of the Termination Date that remain unpaid and provide information indicating the manner and basis upon which such bonuses were calculated. (iii) For a period of one year subsequent to the date of termination, the Executive shall continue to receive medical, life, and disability insurance benefits pursuant to plans made available by law, all compensation and the Employer to its employees at the expense of the Employer to substantially the same extent the Executive received such benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding (it being acknowledged that the foregoing, in post-termination plans may be different from the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as plans in effect on the date of termination for a period termination). For purposes of twelve months (payment application of such benefits, the Executive shall be subject to withholding under applicable law and shall be made treated as if he had remained in periodic installments in accordance with the Company’s usual payroll practice for executive officers employment of the Company as in effect from time to time) Employer, with an annual Base Salary at the first payment starting on the first payroll date that occurs 30 days after the Termination Date; (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as rate in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or and such benefits shall be provided with the intent that the provision of any such benefits complies with Section 1.409A-1(b)(9)(v)(B) of the Treasury Regulations regarding medical benefits. (2iv) The Employer's obligation to provide the date Executive with medical and other insurance benefits pursuant to Section 4(d)(iii) hereof shall terminate with respect to each particular type of insurance in the event the Executive becomes employed and has made available to him in connection with such employment that particular type of insurance, so long as such insurance is no longer eligible for COBRAsubstantially similar to the insurance provided by the Employer; and (iiiv) payment of the bonus Any payments or compensation that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall may be made to the Executive at with respect to the time bonuses under termination of the Executive, to the extent such plan compensation or payments are generally paid to other participants but in no event later than made following the date of such termination through March 15 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus are payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. To the extent such compensation or payments are made following said March 15th, such compensation or payments are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from services and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provisions, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code (the “Code”). In addition, any payment due upon a termination that represents a “deferral of compensation” within the meaning of Section 409A of the Code will only be paid or provided to the Executive once the termination dateof the Executive qualifies as a “separation from service.” Furthermore, any payment due upon a termination that represents a “deferral of compensation” within the meaning of Section 409A of the Code will be paid in accordance with a fixed schedule of the regular payroll practices of the Employer in a manner to comply with a fixed schedule as provided under Sections 1.409A-3(a)(4) and 1.409A-3(i)(1) of the Treasury Regulations. The Company shall Executive agrees that the Employer will have the right to terminate all delay the payment of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost severance amount payable hereunder to the extent that necessary or appropriate to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “specified employees” of certain publicly-traded companies) and in such event, any such amounts to which the Executive may continue to would otherwise be entitled to COBRA continuation after during the six (6) month period immediately following the Executive’s separation from service will be paid on the first business day following the expiration of such six (6) month period, or such other period as provided for under final guidance promulgated under Section 409A of the Code. Neither the Employer nor the Executive will have the right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of accelerate any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall payments hereunder. Finally, amounts payable under this Agreement will be contingent upon Executive’s delivery deemed not to be a “deferral of a separation agreement in a form satisfactory compensation” subject to Section 409A of the Code to the Company that shall include a general release of claims extent provided in favor of the Company and related persons and entities exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“Release Agreementshort-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii), it being understood that no Termination Benefits shall be provided unless ) and until such Release agreement becomes fully effectiveother applicable provisions of Treasury Regulations Section 1.409A-1 through A-6.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in In the event of termination of Executive’s employment with by the Company pursuant to Section 5(c) without Cause and other than for death or Section 5(d) abovedisability, or by the Officer with Good Reason, the Company Officer shall provide be entitled to Executive the following termination benefits benefits, subject to the provisions of Section 6(c) (for purposes of this subsection (f), the term “Termination Benefits”Company” shall include FMB and the Resulting Bank as may be applicable): (i) continuation Subject to subsection (iii) below, for a two-year period immediately following the date of salary at a rate equal termination, the Company shall continue to one-hundred (100%) of Executive’s pay the Officer his Base Salary as (not including any bonus other than any unpaid bonus relating to a fiscal year of the Company completed prior to the date of termination) at the rate in effect on the date of termination for a period of twelve months (payment shall be subject termination, such payments to withholding under applicable law and shall be made on the same periodic dates as salary payments would have been made to the Officer had he not been terminated, provided that if the Officer is a Key Employee (as defined in periodic installments in accordance with subsection (vi)) on the Company’s usual payroll practice for executive officers date of termination, he shall not receive any payments until the first day of the Company as in effect from time to time) with seventh month following the date of termination and the first payment starting on shall include six months of payments and each remaining payment shall equal the first payroll date that occurs 30 days after same amount the Termination Date;Officer would have received while employed. The Company and the Officer will use their best efforts to accelerate the vesting of any nonvested benefits of the Officer under any employee stock-based or other benefit plan or arrangement to the extent permitted by the terms of such plan or arrangement. (ii) provided Executive elects Subject to subsection (iv) below, for a two-year period immediately following the date of termination, the Officer shall continue to receive medical and remains eligible for the continuation of group health plan life insurance benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion plans made available by the Company and Executive as to its employees at the expense of the Company to substantially the same extent the Officer received such benefits on the date of termination (it being acknowledged that the post-termination plans may be different from the plans in effect on the date of termination from termination). For purposes of application of such benefits, the Officer shall be treated as if he had remained in the employ of the Company, with a Base Salary at the rate in effect on the date of termination. (iii) During the twelve month period that begins on the first anniversary date of the termination of employment and ends on the second anniversary date, the Company’s obligation to continue to pay the Base Salary to the Officer pursuant to subsection 5(f)(i) during such second twelve month period shall terminate thirty days after the Officer obtains full-time employment with another employer that provides an annualized base salary that is at least equal to 75% of the Base Salary being paid by the Company. (iv) The Company’s obligation to provide the Officer with medical and life insurance benefits pursuant to subsection 5(f)(ii) hereof shall terminate in the event the Officer obtains new employment and is eligible to participate in substantially comparable medical and life insurance programs made available to him and similarly situated employees by or through his new employer. If only one type of insurance (e.g., medical) is made available to the Officer and similarly situated employees, the Company will continue to provide the Officer with the other insurance coverage for the remainder of the two year period or until such type of insurance is made available to him and similarly situated employees by his new employer, whichever occurs sooner. (v) During the earlier of: (1) twelve months after two-year period following the date of termination, or (2) the Officer shall provide the Company with at least ten days written notice before the starting date Executive is no longer eligible for COBRA; and (iii) payment of any employment, identifying the prospective employer and its affiliated companies and the job description, including a description of the bonus that proposed geographic market area associated with the Executive would have been entitled to receive under the bonus or other performance plan referred to new position. The Officer shall notify in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 writing any new employer of the calendar year following the termination date. The Company shall have the right to terminate all existence of the Termination Benefits restrictive covenants set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under 6 of this Agreement. Notwithstanding . (vi) For purposes of this Agreement, “Key Employee” shall have the foregoing, nothing in this Section 5(e) shall be construed meaning assigned to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing term under Section 5(e)(ii409A of the Internal Revenue Code of 1986, as amended, which generally defines a Key Employee as an employee who, with respect to a publicly traded company, is (a) ceases. The Company and Executive agree that one of the Termination Benefits paid top fifty most highly compensated officers with an annual compensation in excess of $130,000 (as adjusted from time to time by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(dTreasury Regulations), and that the payment (b) a five percent owner of the Termination Benefits shall be contingent upon Executive’s delivery of Company, or (c) a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor one percent owner of the Company and related persons and entities with annual compensation in excess of $150,000 (“Release Agreement”as adjusted from time to time by Treasury Regulations), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s 's employment under this Agreementhereunder. Notwithstanding the foregoing, Executive shall be entitled to the following benefits in the event of termination under Section 6. c. and d.: 1. Employer shall continue to pay an amount equal to Executive's salary to Executive during a period (the "Severance Period") which shall extend for a period of three (3) months after the date of Executive’s employment with 's termination, at the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period his termination, said payments to be made on the same periodic dates as salary payments would have been made to Executive had his employment not been terminated. Executive shall have the right to purchase up to 30,000 shares of twelve months corporate shares of FCI at two dollars (payment $2) per share. Such right shall be subject fully vested upon termination; 2. Notwithstanding anything to withholding under applicable law the contrary contained herein, in the event Xxxx Xxxx is removed as the Chairman of FCI or his stock ownership percentage in FCI becomes thirty-five percent (35%) or less (or another person or group holds more stock than Xxxx Xxxx) and in either such case, Executive is terminated for any reason, the Severance Period shall become eighteen (18) months. All unvested shares shall become vested immediately upon termination; 3. Until the earlier of the end of the Severance Period or the time when Executive shall have obtained other employment, Executive shall continue to receive all benefits described in Section 5 c. through k. above existing on the date of termination. For purposes of application of such benefits Executive shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company treated as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date; (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared if he had remained in the same relative proportion by employ of Employer, with a total annual salary at the Company and Executive as rate in effect on the date of termination from termination; and 4. If, in spite of the date provision of termination until the earlier of: (1Section 6 e.(3) twelve months after the date of terminationabove, benefits or service credits under any benefit plan shall not be payable or provided under any such plan to Executive, or (2) the date to Executive's dependents, beneficiaries or estate, because Executive is no longer eligible deemed to be an employee of Employer, Employer shall pay or provide for COBRA; and (iii) payment of the bonus that the Executive would have been entitled such benefits and service credits for such benefits to receive under the bonus Executive, or other performance plan referred to in Section 3(b) had his employment not been terminatedExecutive's dependents, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) beneficiaries or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effectiveestate.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement In the event of termination by the Company without Cause and other than for death or otherwise required disability, or by lawthe Executive with Good Reason, all compensation and benefits payable the Executive shall be entitled to Executive under this Agreement shall terminate on the following benefits: (i) For the period subsequent to the date of termination of Executive’s employment under this Agreement. Notwithstanding until the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) aboveExpiration Date, the Company shall provide continue to pay the Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as (not including any bonus other than any unpaid bonus relating to a fiscal year of the Company completed prior to the date of termination) at the rate in effect on the date of termination for a period of twelve months (payment shall be subject termination, such payments to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after same periodic dates as salary payments would have been made to the Termination Date;Executive had he not been terminated. (ii) provided For the period subsequent to the date of termination until the Expiration Date, the Executive elects shall continue to receive medical and remains eligible for the continuation of group health plan life insurance benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion plans made available by the Company and to its employees at the expense of the Company to substantially the same extent the Executive as received such benefits on the date of termination (it being acknowledged that the post-termination plans may be different from the plans in effect on the date of termination from termination). For purposes of application of such benefits, the date Executive shall be treated as if he had remained in the employ of termination until the earlier of: (1) twelve months after Company, with a Base Salary at the rate in effect on the date of termination, or (2) the date Executive is no longer eligible for COBRA; and. (iii) payment of The Company's obligation to pay the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made Base Salary to the Executive pursuant to subsection 4(f)(i) above shall terminate thirty (30) days after the Executive obtains full-time employment with another employer that offers an annualized base salary that is at the time bonuses under such plan are generally paid least equal to other participants but in no event later than March 15 75% of the calendar year following Base Salary being paid by the termination date. Company. (iv) The Company Company's obligation to provide the Executive with medical and insurance benefits pursuant to subsection 4(f)(ii) hereof shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that the Executive fails becomes employed and has insurance made available to comply him in any material respect connection with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effectiveemployment.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive Employee under this Agreement shall terminate on the date of termination of ExecutiveEmployee’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination without cause of ExecutiveEmployee’s employment with the Company pursuant to Section 5(c) or Section 5(d6(c) above, the Company shall provide to Executive Employee the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of ExecutiveEmployee’s Base Salary as at the rate then in effect on the date of termination pursuant to Section 4(a) for a period of twelve (12) months from the effective date of termination (payment shall be subject to withholding under applicable law and shall be made in periodic installments the “Termination Benefits Period”) in accordance with the Company’s usual normal payroll practice for executive officers practices and subject to the requirement below that Employee execute a general release of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date;all claims; and (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant for a period of twelve (12) months from the effective date of Employee’s Separation from Service (the “Twelve Month Period”) to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive Employee as in effect on the date of termination from termination; provided that the date continuation of termination until group health plan benefits for the earlier of: (1) twelve months after Twelve Month Period is contingent upon the date Employee’s affirmative election of termination, or (2) the date Executive is no longer eligible for benefits under COBRA; and. (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant shall pay Employee an amount equal to Employee’s Targeted Bonus Amount (as defined below). This bonus period. Such payment shall be made to the Executive at the time paid when bonuses under such plan are generally paid to other participants but senior executives of the Company for the year in which Employee’s termination of employment occurs but, notwithstanding the foregoing, it shall be paid no event later than March 15 the 15th day of the third month following the earlier of (A) the calendar year following in which Employee’s termination of employment occurs or (B) the termination date. The Company shall have the right to terminate all taxable year of the Termination Benefits set forth Company in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executivewhich Employee’s Continuing Obligations under this Agreementtermination of employment occurs. Notwithstanding the foregoing, nothing As used in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d6(d)(iii), Employee’s “Targeted Bonus Amount” shall mean (x) the higher of 50% and that the payment percentage of Employee’s targeted bonus in effect before the Termination Benefits shall be contingent upon Executivedate of Employee’s delivery termination for purposes of a separation agreement determining Employee’s Annual Bonus for the year in a form satisfactory to which Employee’s termination occurs, times (y) the Company that shall include a general release amount of claims Employee’s Base Salary as in favor of effect for the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effectiveyear in which Employee’s termination occurs.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive’s employment with the Company pursuant to Section 5(c6(c) or the Company’s failure to renew this Agreement as contemplated by Section 5(d) above6(g), subject to the Executive’s continuing compliance with his obligations under the Non-Compete Agreement (other than those under the Section entitled “Non-Compete/Exclusivity”), the Company shall provide to the Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of the Executive’s Base Salary as at the rate then in effect on the date of termination for a period of twelve months (payment shall be subject pursuant to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination DateSection 4(a); (ii) provided Executive elects and remains eligible a bonus for the year in which the termination occurs pro rata for the period of service in such year, based upon fifty percent (50%) of the bonus amount, if any, paid to the Executive pursuant to Section 4(b) for the year preceding the year in which the termination of employment occurs; (iii) continuation of group health plan benefits pursuant all Benefits to the extent authorized by and consistent with 29 U.S.C. § §1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits Benefits shared in the same relative proportion by the Company and the Executive as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and; (iiiiv) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i(i), (ii), and (iii) above shall continue effective until the later of (x) the expiration of the Initial Term or (y) six (6) months from the date of the termination of the Executive’s employment, and Section 5(e)(ii) in will include such payments for accrued vacation pay and any similar items required by law. In the event that Executive fails agrees to comply in any material respect make himself available to consult with Executive’s Continuing Obligations under this Agreementthe Company during said six month period, Executive shall not be deemed to be terminated until the end of said six month period, whether or not the Company actually consults with Executive during said period. Notwithstanding the foregoing, nothing in this Section 5(e6(d) shall be construed to affect the Executive’s right to receive COBRA continuation entirely at the Executive’s own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive’s right to cost sharing under Section 5(e)(ii6(d)(iii) ceases. The Company and ; (A) Any options exercisable for Class A Common Stock granted to the Executive agree that prior to the Termination Benefits paid by Effective date which are not vested at the Company to Executive under this Section 5(e) time of said termination shall be deemed to have vested to the full extent of such remaining unvested options; and (B) any options exercisable for Class A Common Stock granted to the Executive on or after the Effective Date which are not vested at the time of said termination shall be deemed to have vested to the full extent of such remaining unvested portion; provided, that in full satisfaction, compromise and release of any claims arising exclusively out of any the event said termination of the Executive’s employment with the Company is pursuant to Section 5(c6(c)(iv) or Section 5(d)as a result of Executive electing not to move to California, after being requested to do so by the Company, none of said options that are not then vested shall vest other than as provided in the applicable Option Agreement. (vi) Executive will be released from the restrictions and covenants contained within the section entitled “Non-Compete/Exclusivity” under the Non-Compete Agreement executed by Executive, and that upon termination of the payment of the Termination Benefits set forth in (i), (ii), and (iii) above, Executive will be released from the restrictions and covenants contained within the section entitled “Non-Solicitation” under the Non-Compete Agreement executed by Executive; provided, however, that at Executive’s option upon prior written notice to the Company, Executive shall be contingent upon released from the restrictions and covenants contained within the section entitled “Non-Solicitation” under the Non-Compete Agreement executed by Executive’s delivery of a separation agreement in a form satisfactory to , and the Company that shall include a general release have no further liability or obligation for the payment of claims in favor of the Company and related persons and entities (“Release Agreement”any remaining Termination Benefits under Sections 6(d)(i), it being understood that no 6(d)(ii) and 6(d)(iii) from and after the date of such notice, which Termination Benefits shall be provided unless forfeited by Executive; and (vii) In addition to the foregoing, in the event of the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to payment of any accrued and until unpaid Benefits for which the Executive may otherwise be vested or entitled in accordance with the terms of the applicable plans governing such Release agreement becomes fully effectiveBenefits and to payment for reimbursable expenses under applicable Company policy within thirty (30) days of termination.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive’s 's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive’s 's employment with the Company Employer pursuant to Section 5(c) or Section 5(d6(c) above, the Company Employer shall provide to the Executive the following termination benefits (“"Termination Benefits”"): (i) continuation of salary the Executive's Salary at a the rate equal to one-hundred (100%) of Executive’s Base Salary as then in effect on the date of termination for a period of twelve months (payment shall be subject pursuant to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date;Section 4(a); and (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to the extent authorized by and consistent with 29 U.S.C. § ss. 1161 et seq. (commonly known as “"COBRA”"), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company Employer and the Executive as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i(i) and Section 5(e)(ii(ii) above shall continue effective until the expiration of the Term; provided that in the event that the Executive fails commences any employment or self-employment during the period during which the Executive is entitled to comply receive Termination Benefits (the "Termination Benefits Period"), the remaining amount of Salary due pursuant to Section 6(d)(i) for the period from the commencement of such employment (other than in connection with the activities of Xxxxxxxxxxxx & Xxxxxxxx, Inc.) or self-employment to the end of the Termination Benefits Period shall be reduced by one-half of the salary the Executive receives from such employment or self-employment and, if the Executive receives benefits from such employment or self-employment comparable to those benefits provided by the Employer, the payments provided under Section 6(d)(ii) shall cease effective as of the date of commencement of such employment or self-employment. The Employer's liability for Salary continuation pursuant to Section 6(d)(i) shall be reduced by the amount of any material respect with Executive’s Continuing Obligations under this Agreementseverance pay due or otherwise paid to the Executive pursuant to any severance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing in this Section 5(e6(d) shall be construed to affect the Executive’s 's right to receive COBRA continuation entirely at the Executive’s 's own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive’s 's right to cost sharing under Section 5(e)(ii6(d)(ii) ceases. The Company and Executive agree that shall be obligated to give prompt notice of the date of commencement of any employment or self-employment during the Termination Benefits paid by Period and shall respond promptly to any reasonable inquiries concerning any employment or self-employment in which the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of engages during the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effectivePeriod.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive’s 's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive’s 's employment with the Company pursuant to Employer without Cause, as provided in Section 5(c) 6(b), or at such time as the Executive is no longer CEO, under the circumstances described in Section 5(d) above6(c), the Company Employer shall provide to the Executive the following termination benefits (“"Termination Benefits”"): (i) continuation of salary the Executive's Salary at a the rate equal to one-hundred (100%) of Executive’s Base Salary as then in effect on the date of termination for a period of twelve months (payment shall be subject pursuant to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination DateSection 4(a); (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost participation in all employee benefit plans of the regular premium for such benefits shared in Employer, subject to the limitations and restrictions of each individual plan, contract or agreement, on the same relative proportion by the Company and Executive terms as in effect prior to the termination of employment (including payment by the Employer of the premium on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; andExecutive's split-dollar life insurance policy); (iii) payment of a portion of the bonus Executive's COBRA continuation coverage, if elected by the Executive, equal to the Employer's share of such benefit payments as of the date of termination of employment; (iv) a payment in lieu of the Target Bonus, such payment to be an amount that is pro-rated as though the Executive would have been entitled had terminated employment at the end of the quarter in which the date of termination occurs and to receive under be determined by substituting for the bonus or other performance plan referred annual incentive target the target for the end of the fiscal quarter in which the date of termination occurs; (v) the use of an off-premises office and the services of his administrative assistant (who shall be an employee of the Employer), subject to in Section 3(bthe Executive's submission of and the Board of Director's approval of a budget for such office and support services; and (vi) had his employment not been terminatednotwithstanding the terms of any individual stock option agreement, prorated based on the number of days the Executive may exercise any option that was employed exercisable by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 its terms as of the calendar date of termination through the date which is the earlier of one year following after the date of termination dateor ten years after the grant date of any such option. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i(i), (ii), (iii), and (v), above shall continue for twelve (12) and Section 5(e)(iimonths after the date of termination (the "Termination Benefits Period"). The Executive's Salary during the Termination Benefits Period shall be paid according to the normal payroll practices of the Employer. The payment described in (iv) above shall be paid at such time as the Target Bonus would be paid in the normal course as though the Executive was still in employment at such time. At the end of the Termination Benefits Period the Executive shall be paid, in a lump sum, an amount equal to his Salary at the end of the Term. In the event of the death of the Executive during the Termination Benefits Period, any unpaid Termination Benefits shall be paid to the estate of the Executive. The Termination Benefits shall be offset by any amounts owed to the Employer by the Executive according to a schedule determined by mutual agreement between the Executive and the Board of Directors, except that in the absence of a mutual agreement, the Board of Directors may reduce such payments according to a schedule it determines in its sole discretion. The Employer's liability for Salary continuation pursuant to Section 6(d)(i) shall be reduced by the amount of any severance pay due or otherwise paid to the Executive fails pursuant to comply in any material respect with Executive’s Continuing Obligations under this Agreementseverance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing in this Section 5(e6(d) shall be construed to affect the Executive’s 's right to receive COBRA continuation entirely at the Executive’s 's own cost at the end of the Termination Benefits Period and to continue to participate in the Employer's self-funded health insurance plan at the Executive's own cost for a period of 18 months following the end of the Termination Benefits Period. Notwithstanding anything to the extent contrary in this Agreement, the Executive shall not be entitled to any Termination Benefit under this Agreement, including any Termination Benefits payable subsequent to a Change of Control as described in Section 6(f) below, unless the Executive first (i) enters into a valid and irrevocable separation agreement, including a release of all claims against the Employer and any affiliate of the Employer, in a form then acceptable to the Employer and substantially in the form attached hereto as Exhibit A, provided that the form of release is sufficient to effectuate the interests of the parties to this agreement, and (ii) resigns from any and all positions, including, without implication of limitation, as a director, trustee, and officer, that the Executive then holds with the Employer and any affiliate of the Employer, except that, at the request of the Board, the Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment serve as a director of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effectiveEmployer or its affiliates.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c6(c) or Section 5(d6(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period of twelve months from the date of termination (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date); (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits during the twelve months in which Executives is receiving payments pursuant to subsection (i) above, to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b4(b) had his employment not been terminated, prorated based on pro rated for the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination dateparticipants. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i6(e)(i) and Section 5(e)(ii6(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. The Company’s liability for Base Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid to Executive pursuant to any severance pay plan of the Company. Notwithstanding the foregoing, nothing in this Section 5(e6(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii6(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e6(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c6(c) or Section 5(d6(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims effectuating such full satisfaction, compromise and release, in favor of the Company and related persons its affiliates of any and entities (“Release Agreement”)all claims, which general release shall be effective upon termination of employment and shall be in a form reasonably satisfactory to the Company, it being understood that no Termination Benefits shall be provided unless and until Executive executes and delivers such Release agreement becomes fully effectiverelease.

Certain Termination Benefits. Unless otherwise specifically provided In the event of termination by the Employer without Cause, or by the Executive with Good Reason, the Executive shall be entitled to the following benefits: (i) A lump sum payment equal to 1.5 multiplied times the highest Reported Compensation of the Executive in this Agreement the 3 full years preceding the date of termination. Reported Compensation is defined as the compensation reported on the Executive’s Form W-2; Executive agrees that the Employer will have the right to delay the payment of any severance payment amount to the extent necessary or otherwise required appropriate to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code; (ii) For the period subsequent to the date of termination until the Expiration Date, the Employer shall pay the Executive any bonuses that have been accrued or earned as of the Termination Date that remain unpaid and provide information indicating the manner and basis upon which such bonuses were calculated. (iii) For the period of one year subsequent to the date of termination, the Executive shall continue to receive medical, life and disability insurance benefits pursuant to plans made available by law, all compensation and the Employer to its employees at the expense of the Employer to substantially the same extent the Executive received such benefits payable to Executive under this Agreement shall terminate on the date of termination (it being acknowledged that the post-termination plans may be different from the plans in effect on the date of Executive’s employment under this Agreementtermination). Notwithstanding For purposes of application of such benefits, the foregoing, Executive shall be treated as if he had remained in the event employment of termination of Executive’s employment the Employer, with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s an annual Base Salary as at the rate in effect on the date of termination for a period of twelve months (payment , and such benefits shall be subject to withholding under applicable law and shall be made in periodic installments in accordance provided with the Company’s usual payroll practice for executive officers intent that the provision of any such benefits complies with Section 1.409A-1(b)(9)(v)(B) of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date;Treasury Regulations regarding medical benefits. (iiiv) provided The Employer’s obligation to provide the Executive elects with medical and remains eligible for the continuation of group health plan other insurance benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay Section 4(d)(ii) hereof shall terminate with the cost respect to each particular type of the regular premium for such benefits shared insurance in the same relative proportion event the Executive becomes employed and has made available to him in connection with such employment that particular type of insurance, so long as such insurance is substantially similar to the insurance provided by the Company and Executive as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; andEmployer. (iiiv) payment of the bonus Any payments or compensation that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall may be made to the Executive at with respect to the time bonuses under termination of the Executive, to the extent such plan compensation or payments are generally paid to other participants but in no event later than made following the date of such termination through March 15 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus are payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. To the extent such compensation or payments are made following said March 15th, such compensation or payments are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from services and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provisions, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code (the “Code”). In addition, any payment due upon a termination that represents a “deferral of compensation” within the meaning of Section 409A of the Code will only be paid or provided to the Executive once the termination dateof the Executive qualifies as a “separation from service.” Furthermore, any payment due upon a termination that represents a “deferral of compensation” within the meaning of Section 409A of the Code will be paid in accordance with a fixed schedule of the regular payroll practices of the Employer in a manner to comply with a fixed schedule as provided under Sections 1.409A-3(a)(4) and 1.409A-3(i)(1) of the Treasury Regulations. The Company shall Executive agrees that the Employer will have the right to terminate all delay the payment of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost severance amount payable hereunder to the extent that necessary or appropriate to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “specified employees” of certain publicly-traded companies) and in such event, any such amounts to which the Executive may continue to would otherwise be entitled to COBRA continuation after during the six (6) month period immediately following the Executive’s separation from service will be paid on the first business day following the expiration of such six (6) month period, or such other period as provided for under final guidance promulgated under Section 409A of the Code. Neither the Employer nor the Executive will have the right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of accelerate any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall payments hereunder. Finally, amounts payable under this Agreement will be contingent upon Executive’s delivery deemed not to be a “deferral of a separation agreement in a form satisfactory compensation” subject to Section 409A of the Code to the Company that shall include a general release of claims extent provided in favor of the Company and related persons and entities exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“Release Agreementshort-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii), it being understood that no Termination Benefits shall be provided unless ) and until such Release agreement becomes fully effectiveother applicable provisions of Treasury Regulations Section 1.409A-1 through A-6.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in In the event of termination of Executive’s employment with by the Company pursuant without Cause and other than for death or disability, or by the Officer with Good Reason, the Officer shall be entitled to the following benefits, subject to the provisions of Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation Subject to subsection (iii) below, for a two-year period immediately following the date of salary at a rate equal termination the Company shall continue to one-hundred (100%) of Executive’s pay the Officer his Base Salary as (not including any bonus other than any unpaid bonus relating to a fiscal year of the Company completed prior to the date of termination) at the rate in effect on the date of termination for a period of twelve months (payment shall be subject termination, such payments to withholding under applicable law and shall be made on the same periodic dates as salary payments would have been made to the Officer had he not been terminated, provided that if the Officer is a Key Employee (as defined in periodic installments in accordance with subsection (vi)) on the Company’s usual payroll practice for executive officers date of termination, he shall not receive any payments until the first day of the Company as in effect from time to time) with seventh month following the date of termination and the first payment starting on shall include six months of payments and each remaining payment shall equal the first payroll date that occurs 30 days after same amount the Termination Date;Officer would have received while employed. The Company and the Officer will use their best efforts to accelerate the vesting of any nonvested benefits of the Officer under any employee stock-based or other benefit plan or arrangement to the extent permitted by the terms of such plan or arrangement. (ii) provided Executive elects Subject to subsection (iv) below, for a two-year period immediately following the date of termination the Officer shall continue to receive medical and remains eligible for the continuation of group health plan life insurance benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion plans made available by the Company and Executive as to its employees at the expense of the Company to substantially the same extent the Officer received such benefits on the date of termination (it being acknowledged that the post-termination plans may be different from the plans in effect on the date of termination from termination). For purposes of application of such benefits, the Officer shall be treated as if he had remained in the employ of the Company, with a Base Salary at the rate in effect on the date of termination. (iii) During the twelve month period that begins on the first anniversary date of the termination of employment and ends on the second anniversary date, the Company’s obligation to continue to pay the Base Salary to the Officer pursuant to subsection 4(f)(i) during such second twelve month period shall terminate thirty days after the Officer obtains full-time employment with another employer that provides an annualized base salary that is at least equal to 75% of the Base Salary being paid by the Company. (iv) The Company’s obligation to provide the Officer with medical and life insurance benefits pursuant to subsection 4(f)(ii) hereof shall terminate in the event the Officer obtains new employment and is eligible to participate in substantially comparable medical and life insurance programs made available to him and similarly situated employees by or through his new employer. If only one type of insurance (e.g., medical) is made available to the Officer and similarly situated employees, the Company will continue to provide the Officer with the other insurance coverage for the remainder of the two year period or until such type of insurance is made available to him and similarly situated employees by his new employer, whichever occurs sooner. (v) During the earlier of: (1) twelve months after two-year period following the date of termination, or (2) the Officer shall provide the Company with at least ten days written notice before the starting date Executive is no longer eligible for COBRA; and (iii) payment of any employment, identifying the prospective employer and its affiliated companies and the job description, including a description of the bonus that proposed geographic market area associated with the Executive would have been entitled to receive under the bonus or other performance plan referred to new position. The Officer shall notify in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 writing any new employer of the calendar year following the termination date. The Company shall have the right to terminate all existence of the Termination Benefits restrictive covenants set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under 5 of this Agreement. Notwithstanding . (vi) For purposes of this Agreement, “Key Employee” shall have the foregoing, nothing in this Section 5(e) shall be construed meaning assigned to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing term under Section 5(e)(ii409A of the Internal Revenue Code of 1986, as amended, which generally defines a Key Employee as an employee who, with respect to a publicly traded company, is (a) ceases. The Company and Executive agree that one of the Termination Benefits paid top fifty most highly compensated officers with an annual compensation in excess of $130,000 (as adjusted from time to time by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(dTreasury Regulations), and that the payment (b) a five percent owner of the Termination Benefits shall be contingent upon Executive’s delivery of Company, or (c) a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor one percent owner of the Company and related persons and entities with annual compensation in excess of $150,000 (“Release Agreement”as adjusted from time to time by Treasury Regulations), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive’s employment under this Agreement. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive any earned but unpaid salary and any unpaid expense reimbursement on or before the time required by law but in no event more than thirty (30) days after the date of the Executive’s termination. Notwithstanding the foregoing, in the event of termination of the Executive’s employment with the Company Employer pursuant to Section 5(c6(c) above or termination by the Executive with Good Reason pursuant to Section 5(d6(b) above, the Company Employer shall provide to the Executive the following termination benefits (“Termination Benefits”):), provided that the Executive executes (and does not revoke) a general release of claims (the “Release”) in substantially the form attached hereto as Exhibit A, with such modifications as may be required at the time of execution for a valid and enforceable general release of claims, within the time frame set forth in the Release: (i) continuation of a lump sum equal to twelve (12) months salary at a rate equal to one-hundred (100%) the higher of the Executive’s Base Salary rate as in effect on of the date of termination for a under this Agreement or the Post-Notification Salary rate, payable in the next regular pay period of twelve months (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs more than 30 days after following the Termination Date;date of termination; and (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost Gross Cost of the regular premium for such benefits shared in the same relative proportion by the Company Employer and the Executive as in effect on the date of termination from the date of termination until the earlier of: twelve (112) twelve months after the date of termination. For purposes of this 6(d)(ii), “Gross Cost” shall refer to the total cost of the regular premium for such benefits without considering the reduction of the premium cost based on any subsidy authorized by federal, state, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreementlocal law. Notwithstanding the foregoing, nothing in this Section 5(e6(d) shall be construed to affect the Executive’s right to receive COBRA continuation entirely at the Executive’s own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive’s right to cost sharing under Section 5(e)(ii6(d)(ii) ceases; and (iii) that portion of his bonus set forth in Section 4(b) above as had been accrued by the Employer in accordance with generally accepted accounting principles as of the end of the fiscal quarter immediately preceding such termination. The Company and This portion of the bonus will be paid to the Executive agree at the time the Employer pays bonuses to other senior employees, provided that it shall be paid no later than March 14 of the calendar year immediately following the calendar year during which termination of employment occurs. (iv) If the Release is not executed (without revocation) within the time provided in the Release, or the Executive violates any provision of Section 7 below, the Executive shall forfeit all rights to any Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c6(c) or Section 5(d6(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period of twelve six months from the date of termination (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date); (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits during the six months in which Executives is receiving payments pursuant to subsection (i) above, to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b4(b) had his her employment not been terminated, prorated based on pro rated for the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination dateparticipants. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i6(e)(i) and Section 5(e)(ii6(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. The Company’s liability for Base Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid to Executive pursuant to any severance pay plan of the Company. Notwithstanding the foregoing, nothing in this Section 5(e6(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii6(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e6(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c6(c) or Section 5(d6(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims effectuating such full satisfaction, compromise and release, in favor of the Company and related persons its affiliates of any and entities all claims (“Release Agreement”other than those arising under this Agreement or under the Stockholders Agreement dated as of November 5, 2004 by and among Monotype Imaging Holdings Corp. and the Investors and Management Stockholders party thereto), which general release shall be effective upon termination of employment and shall be in a form reasonably satisfactory to the Company, it being understood that no Termination Benefits shall be provided unless and until Executive executes and delivers such Release agreement becomes fully effectiverelease.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation payment of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period of twelve months from the date of termination (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to timetime with each payment intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)) (“Severance Payments”) with the first payment starting on Severance Payment made at any time determined by the first payroll date that occurs 30 Company within 60 days after the Termination Datedate of termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that (A) the initial payment shall include a catch-up payment retroactive to the day immediately following the termination date to cover unpaid amounts, if any, that would have otherwise been paid on payroll dates since the termination date; and (B) each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay make payments toward such COBRA coverage, with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from the date of termination until the earlier earliest of: (1) twelve months after the date of termination, (2) the date when Executive becomes eligible for group medical plan participation under any subsequent employer’s group medical plan, or (23) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities and any other separation agreement terms that the Company determines to include (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement Agreement becomes fully effective.

Certain Termination Benefits. Unless otherwise specifically provided In the event of termination by the Employer without Cause, or by the Executive with Good Reason, the Executive shall be entitled to the following benefits: (i) For the period subsequent to the date of termination until the Expiration Date, the Employer shall continue to pay the Executive his Base Salary in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate effect on the date of termination termination, such payments to be made on the same periodic dates as salary payments would have been made to the Executive had his employment not been terminated, unless the Employer elects to make a lump sum severance payment in an equivalent amount within thirty (30) days of Executive’s employment under this Agreement. the date of termination. (ii) Notwithstanding the foregoing, in the event of termination by the Employer without Cause or by the Executive with Good Reason after a Change of Executive’s employment Control (as defined in Section 15) of UBSH or after the Employer ceases to be a direct or indirect wholly-owned subsidiary of UBSH, the Executive shall receive a lump sum severance payment within thirty (30) days of the date of termination in an amount equal to the greater of (A) his then current Base Salary for the period subsequent to the date of termination until the Expiration Date, or (B) his then current Base Salary for two years. (iii) The Employer shall pay the Executive commissions for any loans originated by the Executive prior to the date of termination, regardless of their closing date, together with information indicating the Company manner and basis upon which such commissions were calculated. (iv) For the period subsequent to the date of termination until the Expiration Date, the Employer shall pay the Executive for each calendar year beginning for the year during which his termination occurs and continuing through the Expiration Date (which payment shall be prorated for the year in which the Expiration Date occurs if less than a full year) an amount equal to the average of the Incentive Bonus paid to the Executive for each of the two full years, or such shorter period depending on the length of his employment, immediately preceding the year during which he is terminated. The payments of the Incentive Bonus provided for in this subsection will be paid to the Executive within ninety (90) days following the end of the year to which the Incentive Bonus relates. (v) For the period subsequent to the date of termination until the Expiration Date, the Executive shall continue to receive health insurance benefits pursuant to Section 5(c) or Section 5(d) above, plans made available by the Company shall provide Employer to its employees at the expense of the Employer to substantially the same extent the Executive received such benefits on the following date of termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to oneit being acknowledged that the post-hundred (100%) of Executive’s Base Salary as termination plans may be different from the plans in effect on the date of termination for a period termination). For purposes of twelve months (payment application of such benefits, the Executive shall be subject to withholding under applicable law and shall be made treated as if he had remained in periodic installments in accordance with the Company’s usual payroll practice for executive officers employ of the Company as in effect from time to time) Employer, with an annual Base Salary at the first payment starting on the first payroll date that occurs 30 days after the Termination Date; (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as rate in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and. (iiivi) payment of the bonus that The Employer’s obligation to provide the Executive would have been entitled with health insurance benefits pursuant to receive under the bonus or other performance plan referred Section 4(d)(v) hereof shall terminate with respect to in Section 3(b) had his employment not been terminated, prorated based on the number each particular type of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) insurance in the event the Executive becomes employed and has made available to him in connection with such employment that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoingparticular type of insurance, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost so long as such insurance is substantially similar to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid insurance provided by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effectiveEmployer.

Certain Termination Benefits. Unless otherwise specifically provided In the event of termination by the Employer without Cause, or by the Executive with Good Reason, the Executive shall be entitled to the following benefits: (i) A lump sum payment equal to 2 multiplied times the highest Reported Compensation of the Executive in this Agreement the 3 full years preceding the date of termination. Reported Compensation is defined as the compensation reported on the Executive’s Form W-2; Executive agrees that the Employer will have the right to delay the payment of any severance payment amount to the extent necessary or otherwise required appropriate to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code; (ii) For the period subsequent to the date of termination until the Expiration Date, the Employer shall pay the Executive any bonuses that have been accrued or earned as of the Termination Date that remain unpaid and provide information indicating the manner and basis upon which such bonuses were calculated. (iii) For a period of one year subsequent to the date of termination, the Executive shall continue to receive medical, life, and disability insurance benefits pursuant to plans made available by law, all compensation and the Employer to its employees at the expense of the Employer to substantially the same extent the Executive received such benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding (it being acknowledged that the foregoing, in post-termination plans may be different from the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as plans in effect on the date of termination for a period termination). For purposes of twelve months (payment application of such benefits, the Executive shall be subject to withholding under applicable law and shall be made treated as if he had remained in periodic installments in accordance with the Company’s usual payroll practice for executive officers employment of the Company as in effect from time to time) Employer, with an annual Base Salary at the first payment starting on the first payroll date that occurs 30 days after the Termination Date; (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as rate in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2and such benefits shall be provided with the intent that the provision of any such benefits complies with Section 1.409A-1(b)(9)(v)(B) of the date Executive is no longer eligible for COBRA; andTreasury Regulations regarding medical benefits. (iiiiv) payment of the bonus that The Employer’s obligation to provide the Executive would have been entitled with medical and other insurance benefits pursuant to receive under Section 4(d)(ii) hereof shall terminate with respect to each particular type of insurance in the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days event the Executive was becomes employed and has made available to him in connection with such employment that particular type of insurance, so long as such insurance is substantially similar to the insurance provided by the Company during the relevant bonus period. Such payment shall Employer. (v) Any payments or compensation that may be made to the Executive at with respect to the time bonuses under termination of the Executive, to the extent such plan compensation or payments are generally paid to other participants but in no event later than made following the date of such termination through March 15 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus are payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. To the extent such compensation or payments are made following said March 15th, such compensation or payments are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from services and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provisions, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code (the “Code”). In addition, any payment due upon a termination that represents a “deferral of compensation” within the meaning of Section 409A of the Code will only be paid or provided to the Executive once the termination dateof the Executive qualifies as a “separation from service.” Furthermore, any payment due upon a termination that represents a “deferral of compensation” within the meaning of Section 409A of the Code will be paid in accordance with a fixed schedule of the regular payroll practices of the Employer in a manner to comply with a fixed schedule as provided under Sections 1.409A-3(a)(4) and 1.409A-3(i)(1) of the Treasury Regulations. The Company shall Executive agrees that the Employer will have the right to terminate all delay the payment of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost severance amount payable hereunder to the extent that necessary or appropriate to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “specified employees” of certain publicly-traded companies) and in such event, any such amounts to which the Executive may continue to would otherwise be entitled to COBRA continuation after during the six (6) month period immediately following the Executive’s separation from service will be paid on the first business day following the expiration of such six (6) month period, or such other period as provided for under final guidance promulgated under Section 409A of the Code. Neither the Employer nor the Executive will have the right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of accelerate any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall payments hereunder. Finally, amounts payable under this Agreement will be contingent upon Executive’s delivery deemed not to be a “deferral of a separation agreement in a form satisfactory compensation” subject to Section 409A of the Code to the Company that shall include a general release of claims extent provided in favor of the Company and related persons and entities exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“Release Agreementshort-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii), it being understood that no Termination Benefits shall be provided unless ) and until such Release agreement becomes fully effectiveother applicable provisions of Treasury Regulations Section 1.409A-1 through A-6.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or the terms of any applicable benefit plan or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s 's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with Executive (a) is terminated or removed by the Company pursuant to without Cause in accordance with Section 5(c3.2 hereof, (b) dies or (c) is terminated by the Company as a result of his disability in accordance with Section 5(d) above3.4, the Company shall provide to Executive (collectively, the following termination benefits (“"Termination Benefits”): ") all Salary and benefits due under the Agreement for the remainder of the Term, including payment for Executive's and his spouse's health insurance premiums whether through COBRA continuation coverage (to be provided on terms substantially identical to active employee coverage provided to senior executive employees of the Company) or replacement health care insurance (the "Health Insurance Benefits") of up to $1,000.00 per month during the remainder of the Term; provided, however, that in no event will the Executive be entitled to receive any Bonus or stock options after his termination. Unless Executive was terminated for cause (in which case such options will expire pursuant to their terms), the Compensation Committee of the Company shall take such actions as may be required to provide that any stock option issued to and held by the Executive at the time of termination of employment may be exercised by him for a period of the lesser of (i) continuation of salary at a rate equal to one-hundred twelve (100%12) of Executive’s Base Salary as in effect on months after the date of termination for a of employment or (ii) ten (10) years from the date such stock option was granted. Executive acknowledges and agrees that in the event such options are not exercised within the ninety (90) day period of twelve months (payment set forth in Code ss.422(a)(2), such options will not constitute incentive stock options. With respect to Termination Benefits, the Executive's Salary shall be subject to withholding under applicable law and shall be made paid in periodic installments in accordance with the Company’s 's usual payroll practice practices for executive officers of the Company as in effect from time its senior executives, provided, however, that if Section 409A(a)(2)(B) would apply to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date; (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on at the date of termination from of employment, no such payments of Salary shall be made during the six month period following the effective date of termination until Executive's termination; provided, further, that such payment which would have otherwise been made during such six month period shall be paid in one lump sum payment upon the earlier of: (1) twelve months after expiration of such six month period. Notwithstanding the date of terminationforegoing sentence, or (2) in the date Executive is no longer eligible for COBRA; and (iii) payment event of the bonus that death of Executive any unpaid Termination Benefits shall continue and be paid to the estate of Executive at the same time and in the same manner as would have been paid to Executive if he were alive and the payment of Health Insurance Benefits shall continue for Executive's spouse. The Termination Benefits shall be offset by any amounts owed to the Company by Executive ratably over the anticipated period during which Termination Benefits will be paid. Notwithstanding anything to the contrary in this Agreement, Executive shall not be entitled to receive any Termination Benefits under the bonus or other performance plan referred to in Section 3(bthis Agreement unless first: (i) had his employment not been terminated, prorated based on the number of days the Executive was employed by and the Company during enter into mutually acceptable general releases substantially in the relevant bonus period. Such payment shall be made form attached to this Agreement as Exhibit A and (ii) Executive resigns from any and all positions, including, without implication of limitation, as a director, trustee, and officer, that Executive then holds with the Executive Company, except that, at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 request of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoingBoard, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment serve as a director of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effectiveCompany.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement In the event of termination by the Employer without Cause, or otherwise required by lawthe Executive with Good Reason, all compensation and benefits payable the Executive shall be entitled to Executive under this Agreement shall terminate on the following benefits: (i) For the period subsequent to the date of termination of Executive’s employment under this Agreement. Notwithstanding until the foregoingExpiration Date, in Employer shall continue to pay the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s his Base Salary as in effect on the date of termination for a period of twelve months 1 years, such payments to be made on the same periodic dates as salary payments would have been made to the Executive had this employment not been terminated, unless the Employer elects to make a lump sum severance payment in an equivalent amount within thirty (payment 30) days of the date of termination; provided, however, that the Employer shall be subject required to withholding under applicable law and shall be made make a lump sum severance payment in periodic installments in accordance with the Company’s usual payroll practice for executive officers an equivalent amount within thirty (30) days of the Company date of termination in the event the Executive terminates his employment for Good Reason as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date;a result of a Change of Control. (ii) provided To the extent the Executive elects and remains is eligible for commissions or bonuses, Employer shall pay Executive commissions or bonuses that may have been earned prior to the continuation date of group health plan termination. (iii) For the period subsequent to the date of termination until the Expiration Date, Employer shall pay Executive any bonuses that would have been paid to Executive from the date of termination to the Expiration Date, together with information indicating the manner and basis upon which such bonuses were calculated. (iv) For the period subsequent to the date of termination until the Expiration Date, the Executive shall continue to receive medical, life and liability insurance benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), plans made available by the Company will pay with Employer to its employees at the cost expense of the regular premium for Employer to substantially the same extent the Executive received such benefits shared in on the same relative proportion by date of termination (it being acknowledged that the Company and Executive as post-termination plans may be different from the plans in effect on the date of termination from termination). For purposes of application of such benefits, the date Executive shall be treated as if he had remained in the employ of termination until the earlier of: (1) twelve months after Employer, with an annual Base Salary plus commission and bonus at the rate in effect on the date of termination, or (2) the date Executive is no longer eligible for COBRA; and. (iiiv) payment The Employer's obligation to provide the Executive with medical and other insurance benefits pursuant to Section 4(dXiv) hereof shall terminate with respect to each particular type of insurance in the event the Executive becomes employed and has made available to hit in connection with such employment that particular type of insurance, so long as such insurance is substantially similar to the insurance provided by the Employer. (vi) In the event the termination date is within 9 months of the bonus that expiration date, the Executive would have been entitled expiration date will be extended to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following 9 months after the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive Employee under this Agreement shall terminate on the date of termination of Executive’s Employee's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s Employee's employment with the Company pursuant to Section 5(c6(d) or Section 5(d6(e) above, subject to the signing by Employee, and the effectiveness of, a general release in form and substance reasonably satisfactory to Employee and the Company, the Company shall provide to Executive Employee the following termination benefits (“"Termination Benefits”): (i) "): any earned but unpaid Base Salary; continuation of salary Employee's Base Salary at a the rate then in effect pursuant to Section 4(a) plus an amount equal to one-hundred Employee's target bonus amount (100%$200,000) of Executive’s Base Salary or such higher bonus amount as in effect on may be the date of termination Employee's target bonus for a period of twelve months the current fiscal year under Section 4(b) (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers bonus amount payable on a monthly, prorated basis); continuation of Employee's then-existing benefits as provided in Sections 5(a) (other than his participation in plans in which Employee may not participate as a matter of law following the Company as in effect from time to timetermination of his employment) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date; (ii) provided Executive elects and remains eligible for the 5(e); continuation of group health plan benefits pursuant to the extent authorized by and consistent with 29 U.S.C. § Section 1161 et seq. (commonly known as “"COBRA”"), at Employee's own cost; and outplacement services as selected by the Company will pay with Employee in an amount not to exceed in the cost aggregate twelve percent (12%) of the regular premium for such benefits shared Employee's Base Salary at the rate then in effect. The Termination Benefits set forth in clauses (ii), (iii) and (v) above shall continue, so long as Employee is in compliance with Employee's Continuing Obligations under this Agreement, until the same relative proportion by the Company and Executive as in effect on second anniversary of the date of termination from and shall be subject to any applicable withholding; provided, however, that in the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus event that the Executive would have been Employee commences any employment or self-employment (which shall be deemed to include (A) any activity for which Employee shall receive or be entitled to receive under remuneration based upon the bonus Employee's work efforts or (B) any other performance plan referred to in Section 3(bbusiness activity from which Employee derives income) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made period during which the Employee is entitled to receive Termination Benefits (the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of "Termination Benefits Period"), the Termination Benefits set forth in Section 5(e)(iclauses (iii) and (v) above shall cease to be effective as of the date of commencement of such employment or self-employment. The Company's liability for Base Salary and bonus continuation pursuant to Section 5(e)(ii6(f)(ii) in shall be reduced by the event that Executive fails amount of any severance pay due or otherwise paid to comply in Employee pursuant to any material respect with Executive’s Continuing Obligations under this Agreementseverance pay plan or stay bonus plan of the Company. Notwithstanding the foregoing, nothing in this Section 5(e6(f) shall be construed to affect Executive’s Employee's right to receive COBRA continuation entirely at Executive’s Employee's own cost to the extent that Executive Employee may continue to be entitled to COBRA continuation after Executive’s right continuation. Employee shall be obligated to cost sharing under Section 5(e)(ii) ceasesgive prompt notice of the date of commencement of any employment or self-employment during the period during which the Employee is entitled to receive Termination Benefits and shall respond promptly to any reasonable inquiries concerning any employment or self-employment in which Employee engages during such period. The Company and Executive Employee agree that the Termination Benefits paid by the Company to Executive Employee under this Section 5(e6(f) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s Employee's employment pursuant to Section 5(c6(d) or Section 5(d6(e), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date Date of termination Termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, then in addition to the Accrued Obligations, and subject to the signing of the Release Agreement (defined below) by Executive and the Release Agreement becoming irrevocable, all within 60 days after the Date of Termination, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation to the extent not paid prior to the date of salary at a rate Executive’s Date of Termination, Executive’s annual cash bonus for the year prior to the year in which Executive’s employment was terminated, determined based upon the Company’s and Executive’s actual performance, paid as and when such annual cash bonuses are paid to similarly situated active employees of the Company, but in no event later than March 15 of the calendar year in which Executive’s Date of Termination occurs; and (ii) an amount equal to one-hundred Executive’s annual cash bonus for the year in which Executive’s employment is terminated, determined based upon the Company’s and Executive’s actual performance, multiplied by a fraction the numerator of which is the number of days in the year up to the Date of Termination and the denominator of which is 365, paid as and when such annual cash bonuses are paid to similarly situated active employees of the Company but in no event later than March 15 of the calendar year following the year in which Executive’s Date of Termination occurs; and (100%iii) of payment equal to Executive’s Base Salary as in effect on the date Date of termination Termination for a period of twelve eighteen months from the Date of Termination (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date;); and (iiiv) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with to Executive a monthly cash payment, in an amount equal to the cost of monthly employer contribution that the regular premium for such benefits shared in the same relative proportion Company would have made to provide health insurance to Executive if Executive had remained employed by the Company and Executive as in effect on Company, through the date of termination from the date of termination until the earlier earliest of: (1) twelve eighteen months after the Date of Termination, (2) the date of terminationwhen Executive becomes eligible for group medical plan participation under any subsequent employer’s group medical plan, or (23) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) herein in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii5(e)(iv) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities and any other separation agreement terms that the Company determines to include (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement Agreement becomes fully effective. The Company may pay or commence payment of the Termination Benefits hereunder at any time within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Termination Benefits shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by lawlaw or by the terms of any employee benefit plan and other compensation plans, programs and structures, or fringe benefit programs in which the Executive is a participant at the time of the termination of his employment with the Company, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of Executive’s 's employment under this Agreementhereunder. Notwithstanding the foregoing, in the event of termination of Executive’s employment with by the Company Executive for Good Reason pursuant to Section 5(c6(c) or by the Employer pursuant to Section 5(d) above6(d), the Company Executive shall provide be entitled to Executive the following termination benefits (“Termination Benefits”):benefits: (i) continuation of salary at a rate The Employer shall continue to pay an amount equal to one-hundred the Executive's salary to the Executive (100%or the Executive's beneficiary designated in writing to the Employer prior to his death or to his estate, if he fails to make such designation or such beneficiary predeceases him) during a period (the "Severance Period") which shall extend for a period of twelve (12) months after the date of the Executive’s Base Salary as 's termination, at the salary rate in effect on the date of termination for a period his termination, said payments to be made on the same periodic dates as salary payments would have been made to the Executive had his employment not been terminated; provided that in the event that the Employer shall default in the timely payment of twelve months (payment any amount due to the Executive under this Section 6(e) or in the performance of any of its other obligations under this Section 6(e), the Executive, at his option, may accelerate the remaining payments that would become due to him hereunder and such amounts thereupon shall be subject to withholding under applicable law due and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date;payable forthwith. (ii) provided Executive elects and remains eligible for During the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”)Severance Period, the Company will pay with Executive shall continue to receive all benefits described in Sections 4(c) existing on the cost date of termination (except for any cash bonus plans which shall be prorated through the date of termination). For purposes of application of such benefits the Executive shall be treated as if he had remained in the employ of the regular premium for such benefits shared in Employer, with a total annual salary at the same relative proportion by the Company and Executive as rate in effect on the date of termination from termination. (iii) In addition to, but not in limitation of, the date rights which the Executive otherwise may have and except as expressly provided in any award subsequent to the grant of termination until the earlier of: (1) twelve months stock options contemplated by Section 4(f), any restrictions remaining on any restricted shares issued to the Executive under the Employer's restricted plans shall immediately lapse, any performance shares issued to the Executive under the Employer's incentive stock plans shall immediately vest, and any stock options and stock appreciation rights granted to the Executive shall become exercisable immediately, and the Executive may exercise all such options or stock appreciation rights within the later of the remainder of their term or one year after the date expiration of terminationthe Severance Period. (iv) If, in spite of the provisions of Section 6(e)(ii) above, benefits or service credits under any benefit plan shall not be payable or provided under any such plan to the Executive, or (2) to the date Executive's dependents, beneficiaries or estate, because the Executive is no longer eligible deemed to be an employee of the Employer, the Employer shall pay or provide for COBRA; and (iii) payment of such benefits and service credits for such benefits to the bonus Executive, or to the Executive's dependents, beneficiaries or estate; provided, however, that the Executive would Employer shall have been entitled no obligations with respect to receive under the bonus federal or state income tax treatment of the exercise of any stock options or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days stock rights held by the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 any of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effectiveEmployer's stock incentive plans.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive Employee under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreementthe Employment. Notwithstanding the foregoing, in the event of a termination of Executive’s employment the Employment without Cause pursuant to Section 6(b), or in the event of a termination of the Employment with the Company for Good Reason pursuant to Section 5(c) or Section 5(d) above6(c), the Company shall provide to Executive Employee the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-one hundred percent (100%) of ExecutiveEmployee’s Base Salary as in effect on the date of termination for a period of twelve (12) months from the date of termination (the “Termination Benefits Period”) (payment shall be subject to withholding under applicable law and shall be made in periodic installments installments, but no less frequently than monthly, in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date); (ii) provided Executive elects and remains eligible continuation of the quarterly bonus amounts equal to the aggregate amount of any such then current quarterly bonus in effect at the time of termination for the entirety of the Termination Benefits Period (payment shall be subject to withholding under applicable law and shall be made in twelve (12) equal installments on the dates of the periodic installment payments set forth in Section 6(e)(i)); (iii) payment of the Discretionary Bonus with respect to the fiscal year in which such termination occurs equal to the Discretionary Bonus that would have been paid had such termination of Employment not occurred, pro-rated to reflect the number of days from the beginning of the relevant fiscal year to the date of such termination (payment shall be subject to withholding under applicable law and shall be made at the time when the Company pays bonuses to its other executive officers with respect to the applicable fiscal year); and (iv) continuation of Employee’s participation in the Company’s group health plan benefits pursuant during the Termination Benefits Period, to the extent authorization by and consistent with 29 U.S.C. § 1161 et seqet. Seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive Employee as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i(i)-(iii) and Section 5(e)(ii) above shall continue so long as Employee is in the event that Executive fails to comply in any material respect compliance with ExecutiveEmployee’s Continuing Obligations under this Agreement. The continuation of benefits provided under Section 6(e)(iv) shall cease effective as of the date of commencement of any employment or self-employment in which comparable benefits are available to the Employee as a result of such employment or self-employment. However, such employment or self-employment shall not affect Employee’s right to receive the Termination Benefits outlined in (i)-(iii) so long as Employee is in compliance with Employee’s Continuing Obligations. The Company’s liability for Termination Benefits pursuant to Section 6(e)(i), (ii) and (iii) shall be reduced by the amount of any severance pay due or otherwise paid to Employee pursuant to any severance pay plan or stay bonus plan of the Company. Notwithstanding the foregoing, nothing in this Section 5(e6(e) shall be construed to affect ExecutiveEmployee’s right to receive COBRA continuation entirely at ExecutiveEmployee’s own cost to the extent that Executive Employee may continue to be entitled elect continuation of benefits pursuant to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceasesthe Termination Benefits Period ends. The Company and Executive Employee agree that the Termination Benefits paid by the Company to Executive Employee under this Section 5(e6(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of ExecutiveEmployee’s employment without Cause pursuant to Section 5(c) 6(b), or a termination of Employee’s employment with the Company for Good Reason pursuant to Section 5(d6(c), and that the payment of the Termination Benefits shall be contingent upon ExecutiveEmployee’s delivery of a separation agreement general release of any and all claims (other than those arising under this Agreement) upon termination of employment in a customary form reasonably satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”)Company, it being understood that no Termination Benefits shall be provided unless and until Employee executes and delivers such Release agreement becomes fully effectiverelease.

Certain Termination Benefits. Unless otherwise specifically provided In the event of termination by the Employer without Cause, or by the Executive with Good Reason, the Executive shall be entitled to the following benefits: (i) A lump sum payment equal to 2.75 multiplied times the highest Reported Compensation of the Executive in this Agreement the 3 full years preceding the date of termination. Reported Compensation is defined as the compensation reported on the Executive’s Form W-2; Executive agrees that the Employer will have the right to delay the payment of any severance payment amount to the extent necessary or otherwise required appropriate to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code; (ii) For the period subsequent to the date of termination until the Expiration Date, the Employer shall pay the Executive any bonuses that have been accrued or earned as of the Termination Date that remain unpaid and provide information indicating the manner and basis upon which such bonuses were calculated. (iii) For a period of one year subsequent to the date of termination, the Executive shall continue to receive medical, life, and disability insurance benefits pursuant to plans made available by law, all compensation and the Employer to its employees at the expense of the Employer to substantially the same extent the Executive received such benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding (it being acknowledged that the foregoing, in post-termination plans may be different from the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as plans in effect on the date of termination for a period termination). For purposes of twelve months (payment application of such benefits, the Executive shall be subject to withholding under applicable law and shall be made treated as if he had remained in periodic installments in accordance with the Company’s usual payroll practice for executive officers employment of the Company as in effect from time to time) Employer, with an annual Base Salary at the first payment starting on the first payroll date that occurs 30 days after the Termination Date; (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as rate in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or and such benefits shall be provided with the intent that the provision of any such benefits complies with Section 1.409A-1(b)(9)(v)(B) of the Treasury Regulations regarding medical benefits. (2iv) The Employer's obligation to provide the date Executive with medical and other insurance benefits pursuant to Section 4(d)(iii) hereof shall terminate with respect to each particular type of insurance in the event the Executive becomes employed and has made available to him in connection with such employment that particular type of insurance, so long as such insurance is no longer eligible for COBRAsubstantially similar to the insurance provided by the Employer; and (iiiv) payment of the bonus Any payments or compensation that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall may be made to the Executive at with respect to the time bonuses under termination of the Executive, to the extent such plan compensation or payments are generally paid to other participants but in no event later than made following the date of such termination through March 15 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus are payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. To the extent such compensation or payments are made following said March 15th, such compensation or payments are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from services and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provisions, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code (the “Code”). In addition, any payment due upon a termination that represents a “deferral of compensation” within the meaning of Section 409A of the Code will only be paid or provided to the Executive once the termination dateof the Executive qualifies as a “separation from service.” Furthermore, any payment due upon a termination that represents a “deferral of compensation” within the meaning of Section 409A of the Code will be paid in accordance with a fixed schedule of the regular payroll practices of the Employer in a manner to comply with a fixed schedule as provided under Sections 1.409A-3(a)(4) and 1.409A-3(i)(1) of the Treasury Regulations. The Company shall Executive agrees that the Employer will have the right to terminate all delay the payment of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost severance amount payable hereunder to the extent that necessary or appropriate to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “specified employees” of certain publicly-traded companies) and in such event, any such amounts to which the Executive may continue to would otherwise be entitled to COBRA continuation after during the six (6) month period immediately following the Executive’s separation from service will be paid on the first business day following the expiration of such six (6) month period, or such other period as provided for under final guidance promulgated under Section 409A of the Code. Neither the Employer nor the Executive will have the right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of accelerate any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall payments hereunder. Finally, amounts payable under this Agreement will be contingent upon Executive’s delivery deemed not to be a “deferral of a separation agreement in a form satisfactory compensation” subject to Section 409A of the Code to the Company that shall include a general release of claims extent provided in favor of the Company and related persons and entities exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“Release Agreementshort-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii), it being understood that no Termination Benefits shall be provided unless ) and until such Release agreement becomes fully effectiveother applicable provisions of Treasury Regulations Section 1.409A-1 through A-6.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in In the event of termination of Executive’s employment with by the Company pursuant without Cause and other than for death or disability, or by the Officer with Good Reason, the Officer shall be entitled to the following benefits, subject to the provisions of Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”)): (i) continuation Subject to subsection (iii) below, for a two-year period immediately following the date of salary at a rate equal termination, the Company shall continue to one-hundred (100%) of Executive’s pay the Officer his Base Salary as (not including any bonus other than any unpaid bonus relating to a fiscal year of the Company completed prior to the date of termination) at the rate in effect on the date of termination for a period of twelve months (payment shall be subject termination, such payments to withholding under applicable law and shall be made on the same periodic dates as salary payments would have been made to the Officer had he not been terminated, provided that if the Officer is a Key Employee (as defined in periodic installments in accordance with subsection (vi)) on the Company’s usual payroll practice for executive officers date of termination, he shall not receive any payments until the first day of the Company as in effect from time to time) with seventh month following the date of termination and the first payment starting on shall include six months of payments and each remaining payment shall equal the first payroll date that occurs 30 days after same amount the Termination Date;Officer would have received while employed. The Company and the Officer will use their best efforts to accelerate the vesting of any nonvested benefits of the Officer under any employee stock-based or other benefit plan or arrangement to the extent permitted by the terms of such plan or arrangement. (ii) provided Executive elects Subject to subsection (iv) below, for a two-year period immediately following the date of termination, the Officer shall continue to receive medical and remains eligible for the continuation of group health plan life insurance benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion plans made available by the Company and Executive as to its employees at the expense of the Company to substantially the same extent the Officer received such benefits on the date of termination (it being acknowledged that the post-termination plans may be different from the plans in effect on the date of termination from termination). For purposes of application of such benefits, the Officer shall be treated as if he had remained in the employ of the Company, with a Base Salary at the rate in effect on the date of termination. (iii) During the twelve month period that begins on the first anniversary date of the termination of employment and ends on the second anniversary date, the Company’s obligation to continue to pay the Base Salary to the Officer pursuant to subsection 4(f)(i) during such second twelve month period shall terminate thirty days after the Officer obtains full-time employment with another employer that provides an annualized base salary that is at least equal to 75% of the Base Salary being paid by the Company. (iv) The Company’s obligation to provide the Officer with medical and life insurance benefits pursuant to subsection 4(f)(ii) hereof shall terminate in the event the Officer obtains new employment and is eligible to participate in substantially comparable medical and life insurance programs made available to him and similarly situated employees by or through his new employer. If only one type of insurance (e.g., medical) is made available to the Officer and similarly situated employees, the Company will continue to provide the Officer with the other insurance coverage for the remainder of the one year period or until such type of insurance is made available to him and similarly situated employees by his new employer, whichever occurs sooner. (v) During the earlier of: (1) twelve months after two-year period following the date of termination, or (2) the Officer shall provide the Company with at least ten days written notice before the starting date Executive is no longer eligible for COBRA; and (iii) payment of any employment, identifying the prospective employer and its affiliated companies and the job description, including a description of the bonus that proposed geographic market area associated with the Executive would have been entitled to receive under the bonus or other performance plan referred to new position. The Officer shall notify in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 writing any new employer of the calendar year following the termination date. The Company shall have the right to terminate all existence of the Termination Benefits restrictive covenants set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under 5 of this Agreement. Notwithstanding . (vi) For purposes of this Agreement, “Key Employee” shall have the foregoing, nothing in this Section 5(e) shall be construed meaning assigned to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing term under Section 5(e)(ii409A of the Internal Revenue Code of 1986, as amended, which generally defines a Key Employee as an employee who, with respect to a publicly traded company, is (a) ceases. The Company and Executive agree that one of the Termination Benefits paid top fifty most highly compensated officers with an annual compensation in excess of $130,000 (as adjusted from time to time by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(dTreasury Regulations), and that the payment (b) a five percent owner of the Termination Benefits shall be contingent upon Executive’s delivery of Company, or (c) a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor one percent owner of the Company and related persons and entities with annual compensation in excess of $150,000 (“Release Agreement”as adjusted from time to time by Treasury Regulations), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in In the event of termination of Executive’s employment with the Company pursuant to Section 5(cSections 6(c) or (d), or in the event the Bank elects not to extend the term of this Agreement as provided for in Section 5(d) above3, the Company Executive shall provide be entitled to Executive the following termination benefits (“Termination Benefits”):benefits: (i1) continuation termination benefit of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period of twelve months (payment $150,000, which shall be subject payable at the rate at which the Bank then currently pays the Executive, unless the Executive shall elect to withholding under applicable law receive the termination benefit (or the amount then remaining due on such benefit) in one sum, in which event he shall give written notice to the Bank of such election and the Bank shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers make such payment within thirty days of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date;receipt of notice. (ii2) provided Executive elects and remains eligible for For the continuation of group health plan benefits pursuant period subsequent to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from the date of termination until the earlier of: of (1i) twelve the expiration of eighteen (18) months after or (ii) the Executive commencing employment which provides a comparable benefit to that provided by the Bank, the Executive shall continue to receive all benefits described in Section 4(c) above existing on the date of termination (except for any cash bonus plans which shall be pro-rated through the date of termination). For purposes of application of such benefits the Executive shall be treated as if he had remained in the employ of the Bank, with an annual salary at the rate in effect on the date of termination, with increases as provided in Section 4(a), and service credits will continue to accrue during such period as if the Executive had remained in the employ of the Bank. (3) If, in spite of the provisions of Section 6(e)(2) above, benefits or (2) service credits under any benefit plan shall not be payable or provided under any such plan to the date Executive, or to the Executive's dependents, beneficiaries or estate, because the Executive is no longer eligible for COBRA; and (iii) payment deemed to be an employee of the bonus that Bank, the Executive would have been entitled to receive under the bonus Bank itself shall pay or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number provide for payments of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made such benefits and service credits for such benefits to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost or to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction's dependents, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) beneficiaries or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effectiveestate.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement In the event of termination by the Employer without Cause, or otherwise required by lawthe Executive with Good Reason, all the Executive shall be entitled to the following benefits: (i) A lump sum payment equal to 1.99 multiplied times the total of the Executive’s trailing Base and Cash Bonus compensation and benefits payable as paid over the 12 months preceding the date of termination; (ii) Intentionally left blank. (iii) For the period subsequent to the date of termination until the Expiration Date, Employer shall pay Executive any bonuses that would have been paid to Executive under this Agreement from the date of termination to the Expiration Date, together with information indicating the manner and basis upon which such bonuses were calculated. (iv) For the period subsequent to the date of termination until the Expiration Date, the Executive shall terminate continue to receive medical, life and liability insurance benefits pursuant to plans made available by the Employer to its employees at the expense of the Employer to substantially the same extent the Executive received such benefits on the date of termination of Executive’s employment under this Agreement. Notwithstanding (it being acknowledged that the foregoing, in post-termination plans may be different from the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as plans in effect on the date of termination for a period termination). For purposes of twelve months (payment application of such benefits, the Executive shall be subject to withholding under applicable law and shall be made treated as if he had remained in periodic installments in accordance with the Company’s usual payroll practice for executive officers employ of the Company as in effect from time to time) Employer, with an annual Base Salary at the first payment starting on the first payroll date that occurs 30 days after the Termination Date; (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as rate in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and. (iiiv) payment of the bonus that The Employer’s obligation to provide the Executive would have been entitled with medical and other insurance benefits pursuant to receive under the bonus or other performance plan referred Section 4(d) (iv) hereof shall terminate with respect to in Section 3(b) had his employment not been terminated, prorated based on the number each particular type of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) insurance in the event the Executive becomes employed and has made available to him in connection with such employment that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoingparticular type of insurance, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost so long as such insurance is substantially similar to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid insurance provided by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effectiveEmployer.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c6(c) or Section 5(d6(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period of twelve months from the date of termination (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date); (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits during the twelve months in which Executives is receiving payments pursuant to subsection (i) above, to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and; (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b4(b) had his employment not been terminated, prorated based on pro rated for the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 participants; and (iv) payment of the calendar year following unpaid portion of the termination dateExecutive’s proportionate share of the Transaction Payment payable pursuant to that certain letter agreement between the Company and the Executive dated as of July 6, 2004. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i6(e)(i) and Section 5(e)(ii6(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. The Company’s liability for Base Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid to Executive pursuant to any severance pay plan of the Company. Notwithstanding the foregoing, nothing in this Section 5(e6(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii6(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e6(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c6(c) or Section 5(d6(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims effectuating such full satisfaction, compromise and release, in favor of the Company and related persons its affiliates of any and entities all claims (“Release Agreement”other than those arising under this Agreement or under the Stockholders Agreement dated as of November 5, 2004 by and among Monotype Imaging Holdings Corp. and the Investors and Management Stockholders party thereto), which general release shall be effective upon termination of employment and shall be in a form reasonably satisfactory to the Company, it being understood that no Termination Benefits shall be provided unless and until Executive executes and delivers such Release agreement becomes fully effectiverelease.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s 's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s 's employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits benefits, subject to receipt of the general release described below (“"Termination Benefits”"): (i) continuation Payment of salary at a rate lump sum amount, subject to withholding under applicable law, equal to one-hundred (100%A) in the event the Company's initial public offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933 (the "IPO") or a Sale Event has not occurred, the sum of Executive’s 's Base Salary and target bonus as in effect on the date of termination for termination, or (B) in the event the IPO or a period of twelve months Sale Event has occurred, two hundred percent (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers 200%) of the Company sum of Executive's Base Salary and target bonus as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Dateof termination; (ii) provided Executive elects and remains eligible Payment of a pro rated portion of Executive's target bonus for the continuation year in which termination occurs; and (iii) Continuation of group health and dental plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from termination, for one year after the date of termination until in the earlier of: event an IPO or Sale Event has not occurred prior to the date of such termination, or for two (12) twelve months years after the date of termination, termination in the event an IPO or (2) Sale Event has occurred prior to the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination datetermination. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i5(e)(ii) and demand a refund of the cash severance paid under Section 5(e)(ii5(e)(i) in the event that Executive fails to comply in any material respect with Executive’s 's Continuing Obligations (as defined in Section 5(i)). The Company's liability under this AgreementSection 5(e)(i) shall be reduced by the amount of any severance pay paid to Executive pursuant to any severance pay plan of the Company. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s 's right to receive COBRA continuation entirely at Executive’s 's own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s 's right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s 's employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s 's delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims effectuating such full satisfaction, compromise and release, in favor of the Company and related persons its affiliates of any and entities (“Release Agreement”)all claims upon any such termination, which general release shall be effective upon termination of employment and shall be in a form reasonably satisfactory to the Company, it being understood that no Termination Benefits shall be provided unless and until Executive executes and delivers such Release agreement becomes fully effectiverelease.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in In the event of termination by the Bank without Cause and other than for death or disability, or by the Officer with Good Reason, the Officer shall be entitled to the following benefits, subject to the provisions of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above(for purposes of this subsection (f), the Company term “Company” shall provide to Executive include the following termination benefits (“Termination Benefits”Bank as may be applicable): (i) continuation Subject to subsection (iii) below, for a two-year period immediately following the date of salary at a rate equal termination the Bank shall continue to one-hundred (100%) of Executive’s pay the Officer his Base Salary as (not including any bonus other than any unpaid bonus relating to a fiscal year of the Company completed prior to the date of termination) at the rate in effect on the date of termination for a period of twelve months (payment shall be subject termination, such payments to withholding under applicable law and shall be made in on the same periodic installments in accordance with dates as salary payments would have been made to the Company’s usual payroll practice for executive officers Officer had he not been terminated. The Company and the Officer will use their best efforts to accelerate the vesting of any nonvested benefits of the Company as in effect from time Officer under any employee stock-based or other benefit plan or arrangement to time) with the first payment starting on extent permitted by the first payroll date that occurs 30 days after the Termination Date;terms of such plan or arrangement. (ii) provided Executive elects Subject to subsection (iv) below, for a two-year period immediately following the date of termination the Officer shall continue to receive medical and remains eligible for the continuation of group health plan life insurance benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), plans made available by the Bank to its employees at the expense of the Company will pay with to substantially the cost of same extent the regular premium for Officer received such benefits shared in on the same relative proportion by date of termination (it being acknowledged that the Company and Executive as post-termination plans may be different from the plans in effect on the date of termination from termination). For purposes of application of such benefits, the Officer shall be treated as if he had remained in the employ of the Bank, with a Base Salary at the rate in effect on the date of termination. (iii) During the twelve month period that begins on the first anniversary date of the termination of employment and ends on the second anniversary date, the Bank’s obligation to continue to pay the Base Salary to the Officer pursuant to subsection 4(f)(i) during such second twelve month period shall terminate thirty days after the Officer obtains full-time employment with another employer that provides an annualized base salary that is at least equal to 75% of the Base Salary being paid by the Bank. (iv) The Company’s obligation to provide the Officer with medical and life insurance benefits pursuant to subsection 4(f)(ii) hereof shall terminate in the event the Officer obtains new employment and is eligible to participate in substantially comparable medical and life insurance programs made available to him and similarly situated employees by or through his new employer. If only one type of insurance (e.g., medical) is made available to the Officer and similarly situated employees, the Company will continue to provide the Officer with the other insurance coverage for the remainder of the two year period or until such type of insurance is made available to him and similarly situated employees by his new employer, whichever occurs sooner. (v) During the earlier of: (1) twelve months after two-year period following the date of termination, or (2) the Officer shall provide the Company with at least ten days written notice before the starting date Executive is no longer eligible for COBRA; and (iii) payment of any employment, identifying the prospective employer and its affiliated companies and the job description, including a description of the bonus that proposed geographic market area associated with the Executive would have been entitled to receive under the bonus or other performance plan referred to new position. The Officer shall notify in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 writing any new employer of the calendar year following the termination date. The Company shall have the right to terminate all existence of the Termination Benefits restrictive covenants set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under 5 of this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive’s 's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive’s 's employment with the Company pursuant to Section 5(c6(c) or Section 5(d(d) above, the Company shall provide to the Executive the following termination benefits (“"Termination Benefits”"): (i) continuation of salary at a rate lump sum amount equal to one-hundred (100%) of the Executive’s Base 's annual Salary as at the rate then in effect on the date of termination for a period of twelve months (payment shall be subject pursuant to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination DateSection 4(a); (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to the extent authorized by and consistent with 29 U.S.C. § 1161 ss.1161 et seq. (commonly known as “"COBRA”"), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and the Executive as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, unless the termination of employment pursuant to Section 6(c) or (26(d) occurs within one year of a Change in Control, in which case the date Executive is no longer eligible for COBRACompany shall pay all premiums; and (iii) payment a mutually agreed upon press release announcing the termination of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his Executive's employment not been terminated, prorated based on the number of days the Executive was employed by and mutually agreed upon written reference from the Company during for the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination dateExecutive. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i(ii) and Section 5(e)(iiabove shall continue for twelve (12) in months after the event that date of termination so long as the Executive fails to comply in any material respect with Executive’s Continuing Obligations otherwise remains eligible for continuation under this AgreementCOBRA. Notwithstanding the foregoing, nothing Nothing in this Section 5(e6(e) shall be construed to affect the Executive’s 's right to receive COBRA continuation entirely at the Executive’s 's own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive’s 's right to cost sharing under Section 5(e)(ii6(e)(ii) ceases. The It is the intention of the Executive and of the Company and Executive agree that the Termination Benefits paid no payments by the Company to or for the benefit of the Executive under this Section 5(e) Agreement or any other agreement or plan, if any, pursuant to which the Executive is entitled to receive payments or benefits shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory nondeductible to the Company that shall include a general release of claims in favor by reason of the operation of Section 280G of the Internal Revenue Code ("Code") relating to parachute payments or any like statutory or regulatory provision. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G or any like statutory or regulatory provision, any such payments exceed the amount which can be deducted by the Company, such payments shall be reduced to the maximum amount which can be deducted by the Company. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the Executive, such excess payments shall be refunded to the Company and related persons and entities (“Release Agreement”)with interest thereon at the applicable Federal rate determined under Section 1274(d) of the Internal Revenue Code, it being understood compounded annually, or at such other rate as may be required in order that no Termination Benefits such payments shall be nondeductible to the Company by reason of the operation of said Section 280G or any like statutory or regulatory provision. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G or any like statutory or regulatory provision, the Executive shall determine which method shall be followed, provided unless and until that if the Executive fails to make such Release agreement becomes fully effectivedetermination within forty-five (45) days after the Company has given notice of the need for such reduction, the Company may determine the method of such reduction in its sole discretion.