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 Employee under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”). Notwithstanding the foregoing, in the event of a termination of the Employment without Cause pursuant to Section 6(b), a termination of the Employment with the Company for Good Reason pursuant to Section 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 17, the Company shall provide to Employee the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations: (i) an amount equal to two (2) times Employee’s Base Salary, payable in a single lump sum cash payment following the date of termination, as provided below; (ii) an amount equal to Employee’s Annual Bonus earned in the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following the date of termination, as provided below; (iii) payment of a pro-rated Target Bonus with respect to the fiscal year in which such termination occurs, payable in a single lump sum cash payment following the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable. The Termination Benefits set forth in (i), (ii), (iii), (iv) and (v) above shall be conditioned upon Employee’s compliance with Employee’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 6(g) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day period.

Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee the Executive under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled Executive's employment under this Agreement pursuant to receive any earned but unpaid Base Salary through this Section 6 or due to delivery of a Non-renewal Notice from either party to the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”)other. Notwithstanding the foregoing, in the event of a termination of the Employment without Cause pursuant to Section 6(b), a termination of the Employment Executive's employment with the Company for Good Reason Employer pursuant to Section 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 17above, the Company Employer shall provide to Employee the Executive the following termination benefits (“"Termination Benefits”) in addition to the Accrued Obligations:"): (i) an amount equal continuation of the Salary at the rate then in effect pursuant to two (2) times Employee’s Base Salary, payable in a single lump sum cash payment following the date of termination, as provided belowSection 4(a); (ii) an amount equal continuation of group health plan benefits, (A) if permitted by Employer's health plan or if Employer self-insures (provided that Employer shall have no obligation to Employee’s Annual Bonus earned self-insure), until the expiration of the Initial Term, or (B) if not permitted by Employer's health plan, to the extent authorized by and consistent with 29 U.S.C (S) 1161 et seq. (commonly known as "COBRA"), in either case with the cost of the regular premium for such benefits shared in the year immediately prior to same relative proportion by the year Employer and the Executive as in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following effect on the date of termination, as provided below;; and (iii) payment continuation of a pro-rated Target Bonus with respect to the fiscal year automobile benefits as in which such termination occurs, payable in a single lump sum cash payment following effect on the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable4(d)(ii). The Termination Benefits set forth in (i)) above shall continue effective until the later of (A) the expiration of the Initial Term or (B) for twelve months from the date of termination of employment, provided that the Executive shall not have materially breached, (1) as of the date of termination, any of his or her covenants or agreements contained in Sections 7 and 8 of this Agreement or (2) thereafter, any of his or her covenants or agreements contained in this Agreement. The Termination Benefits set forth in (ii), (iii), (iv) and (viii) above shall be conditioned upon Employee’s compliance with Employee’s Continuing Obligations under continue effective until the expiration of the Initial Term, provided that the Executive shall not have materially breached, (x) as of the date of termination, any of his or her covenants or agreements contained in Section 7 and 8 of this Agreement or (y) thereafter, any of his or her covenants or agreements contained in this Agreement. Notwithstanding the foregoing, nothing in this Section 6(g6(d) shall be construed to affect Employee’s the Executive's right to receive COBRA continuation entirely at Employee’s the Executive's own cost to the extent that Employee the Executive may continue to be entitled to COBRA continuation after Employee’s the Executive's right to receive payments cost sharing under Section 6(g)(iv6(d)(ii) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day period.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by lawAgreement, all compensation and benefits payable to Employee of the Company’s obligations under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”)Employment Period. Notwithstanding the foregoing, in the event of a termination of the Employment without Cause pursuant to Section 6(b), a termination of the Employment Executive’s employment with the Company by the Executive for Good Reason pursuant to Section 6(c), or by the Company without Cause (including a termination due to Employee’s Disability or death pursuant to without Cause as contemplated by the last paragraph of Section 6(e) or Section 6(f8.a), then, subject to Section 17, the Company shall provide to Employee Executive the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations:): (i) an amount equal to two (2) times Employeecontinuation of the Executive’s Base Salary, payable Salary at the rate then in a single lump sum cash payment following the date of termination, as provided beloweffect pursuant to Section 4.a; (ii) an amount equal to Employee’s Annual the product of (A) that portion, expressed as a percentage, of the year-to-date Bonus earned in Objectives realized by the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following Executive as of the date of termination, as provided below; such termination and (iiiB) payment the product of a pro-rated (x) the quotient obtained by dividing (I) the number of calendar days elapsed from the beginning of the respective calendar year to the date of such termination by (II) 365 and (y) the Target Annual Bonus with respect to the fiscal year in of termination for which such termination occursthe Executive is eligible, payable in a single lump sum cash payment following the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal which amount shall be paid to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents Executive at the time of frequency and in the termination of employment manner provided for payments pursuant to clause (the “Health Coverage”i) for the Termination Benefits Periodabove; provided, however, that (A) in the cost of event that such Health Coverage termination without Cause or for Good Reason shall be determined at effective on the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination date of the group health plans sponsored by Company; (B) consummation of a Sale of the Company shall pay (as defined in that certain Stockholders’ Agreement, dated as of August 15, 2002, as amended from time to time, among the excess of Parent and the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage stockholders party thereto (the “COBRA CostStockholders’ Agreement”); and (C) or, within 180 days thereafter, such amount shall be payable on the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRAeffective date of such termination; and (viii) All unvested shares continuation of restricted stockgroup health, stock optionsdental, or other equity awards issued to Employee and disability plan benefits as described in Section 5.a of this Agreement, with the cost for such benefits shared in the same relative proportion by the Company, including Company and the Market Cap Milestone Shares, shall become fully vested and exercisableExecutive as in effect on the date of termination. The Termination Benefits set forth in clauses (i), (ii), (iii), (iv) and (viii) above shall be conditioned upon Employee’s continue, so long as the Executive is in compliance with Employeethe Executive’s Continuing Obligations continuing obligations under this Agreement. Notwithstanding , until eighteen (18) months after the foregoingdate of termination; provided, nothing however, that in this the event that such termination without Cause or for Good Reason shall be effective on the date of the consummation of a Sale of the Company (as defined in Section 6(g6(c)(ii) hereof) or, within 180 days thereafter, the Termination Benefits set forth in clause (i) shall be construed in an amount equal to affect Employeetwo times Executive’s right to receive COBRA continuation entirely at Employee’s own cost to Base Salary and shall be payable on the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceaseseffective date of such termination. The Company and Employee the Executive agree that the Termination Benefits paid by the Company to Employee the Executive under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits 6.d shall be contingent upon Employeethe Executive’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this AgreementSection 6.d and Section 6.f) upon termination of employment in a customary the form reasonably satisfactory attached hereto as Exhibit A (with such changes as may be necessitated by any change in law after the date hereof to obtain the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”full benefits thereunder), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely Executive executes and delivers, delivers such release and does not rescind, the Release, except that the Release such release shall not require be revoked. Notwithstanding anything contained herein to the contrary, any payment required to be made pursuant to clause (ii) above that would result in a waiver violation of, or a default under, any agreement governing any indebtedness for borrowed money of the Parent or any of the Accrued Obligations. The Release must its affiliates, shall not be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which made so long as such agreement would prohibit such payment or benefit shall be forfeited. The Company may elect to commence such payment of Termination Benefits at any time during such sixty (60)-day periodwould result in a violation or default thereunder; provided, however, that if the Parent shall use its good faith efforts to negotiate with the lenders under any such sixty (60)-day period begins agreement to permit the payment of such amounts as promptly as practicable. Any such delay in one taxable year and ends in making such payments shall not be deemed to be a violation of this Agreement so long as the following taxable yearEmployment Period and/or termination date shall be extended until such time as such payments are made; provided, then however, that any compensation that Executive shall receive from the Company during such extension of the Employment Period and/or termination date shall commence be offset against, and in no event shall be greater than, the aggregate amount of the aforementioned delayed payments. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, and the amount of Termination Benefits in the second taxable year. If such any payment or benefit is exempt from provided for in this Section 409A 6 shall not be reduced by any compensation earned by the Executive as the result of the Code, the Company may elect to make employment by another employer or commence payment of Termination Benefits at any time during such sixty (60)-day periodby retirement benefits.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”). Notwithstanding the foregoing, in the event of a termination of the Employment without Cause pursuant to Section 6(b), a termination of the Employment with the Company for Good Reason pursuant to Section 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 17, the Company shall provide to Employee the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations: (i) an amount equal to two (2) times Employee’s Base Salary, payable in a single lump sum cash payment following the date of termination, as provided below; (ii) an amount equal to Employee’s Annual Bonus earned in the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following the date of termination, as provided below; (iii) payment of a pro-rated Target Bonus with respect to the fiscal year in which such termination occurs, payable in a single lump sum cash payment following the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable. The Termination Benefits set forth in (i), (ii), (iii), (iv) and (v) above shall be conditioned upon Employee’s compliance with Employee’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 6(g) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day period.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by lawAgreement, all compensation and benefits payable to Employee of the Company’s obligations under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”)Employment Period. Notwithstanding the foregoing, in the event of a termination of the Employment without Cause pursuant to Section 6(b), a termination of the Employment Executive’s employment with the Company by the Executive for Good Reason pursuant to Section 6(c), or by the Company without Cause (including a termination due to Employee’s Disability or death pursuant to without Cause as contemplated by the last paragraph of Section 6(e) or Section 6(f8.a), then, subject to Section 17, the Company shall provide to Employee Executive the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations:): (i) an amount equal to two (2) times Employeecontinuation of the Executive’s Base Salary, payable Salary at the rate then in a single lump sum cash payment following the date of termination, as provided beloweffect pursuant to Section 4.a; (ii) an amount equal to Employee’s Annual the product of (A) that portion, expressed as a percentage, of the year-to-date Bonus earned in Objectives realized by the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following Executive as of the date of termination, as provided below; such termination and (iiiB) payment the product of a pro-rated (x) the quotient obtained by dividing (I) the number of calendar days elapsed from the beginning of the respective calendar year to the date of such termination by (II) 365 and (y) the Target Annual Bonus with respect to the fiscal year in of termination for which such termination occursthe Executive is eligible, payable in a single lump sum cash payment following the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal which amount shall be paid to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents Executive at the time of frequency and in the termination of employment manner provided for payments pursuant to clause (the “Health Coverage”i) for the Termination Benefits Periodabove; provided, however, that (A) in the cost of event that such Health Coverage termination without Cause or for Good Reason shall be determined at effective on the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination date of the group health plans sponsored by Company; (B) consummation of a Sale of the Company shall pay (as defined in that certain Stockholders’ Agreement, dated as of August 15, 2002, as amended from time to time, among the excess of Parent and the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage stockholders party thereto (the “COBRA CostStockholders’ Agreement”); and (C) or, within 180 days thereafter, such amount shall be payable on the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRAeffective date of such termination; and (viii) All unvested shares continuation of restricted stockgroup health, stock optionsdental, or other equity awards issued to Employee and disability plan benefits as described in Section 5.a of this Agreement, with the cost for such benefits shared in the same relative proportion by the Company, including Company and the Market Cap Milestone Shares, shall become fully vested and exercisableExecutive as in effect on the date of termination. The Termination Benefits set forth in clauses (i), (ii), (iii), (iv) and (viii) above shall be conditioned upon Employee’s continue, so long as the Executive is in compliance with Employeethe Executive’s Continuing Obligations continuing obligations under this Agreement. Notwithstanding , until twelve (12) months after the foregoingdate of termination; provided, nothing however, that in this the event that such termination without Cause or for Good Reason shall be effective on the date of the consummation of a Sale of the Company (as defined in Section 6(g6(d)(ii) hereof) or, within 180 days thereafter, the Termination Benefits set forth in clause (i) shall be construed in an amount equal to affect Employeetwo times Executive’s right to receive COBRA continuation entirely at Employee’s own cost to Base Salary and shall be payable on the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceaseseffective date of such termination. The Company and Employee the Executive agree that the Termination Benefits paid by the Company to Employee the Executive under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits 6.d shall be contingent upon Employeethe Executive’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this AgreementSection 6.d and Section 6.f) upon termination of employment in a customary the form reasonably satisfactory attached hereto as Exhibit A (with such changes as may be necessitated by any change in law after the date hereof to obtain the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”full benefits thereunder), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely Executive executes and delivers, delivers such release and does not rescind, the Release, except that the Release such release shall not require be revoked. Notwithstanding anything contained herein to the contrary, any payment required to be made pursuant to clause (ii) above that would result in a waiver violation of, or a default under, any agreement governing any indebtedness for borrowed money of the Parent or any of the Accrued Obligations. The Release must its affiliates, shall not be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which made so long as such agreement would prohibit such payment or benefit shall be forfeited. The Company may elect to commence such payment of Termination Benefits at any time during such sixty (60)-day periodwould result in a violation or default thereunder; provided, however, that if the Parent shall use its good faith efforts to negotiate with the lenders under any such sixty (60)-day period begins agreement to permit the payment of such amounts as promptly as practicable. Any such delay in one taxable year and ends in making such payments shall not be deemed to be a violation of this Agreement so long as the following taxable yearEmployment Period and/or termination date shall be extended until such time as such payments are made; provided, then however, that any compensation that Executive shall receive from the Company during such extension of the Employment Period and/or termination date shall commence be offset against, and in no event shall be greater than, the aggregate amount of the aforementioned delayed payments. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, and the amount of Termination Benefits in the second taxable year. If such any payment or benefit is exempt from provided for in this Section 409A 6 shall not be reduced by any compensation earned by the Executive as the result of the Code, the Company may elect to make employment by another employer or commence payment of Termination Benefits at any time during such sixty (60)-day periodby retirement benefits.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee the Executive under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights Executive's employment under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”)this Agreement. Notwithstanding the foregoing, in the event of a termination of the Employment without Executive's employment with the Employer Without Cause pursuant to Section 6(b), a termination of the Employment with the Company for Good Reason pursuant to Section 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 17above, the Company Employer shall provide to Employee the Executive the following termination benefits (“"Termination Benefits”) in addition to the Accrued Obligations:"): (i) an amount equal payment of the Executive's Base Salary at the rate then in effect pursuant to two (2Section 4(a) times Employee’s Base Salary, payable in a single lump sum cash payment following for the period from the date of terminationtermination until the date that is twelve (12) months after the date of termination or until Executive is employed elsewhere, as provided below;whichever first occurs. Base Salary payments will be made on a monthly basis. (ii) an amount equal continuation of group health plan benefits to Employee’s Annual Bonus earned the extent authorized by and consistent with 29 U.S.C. ss. 1161 ET SEQ. (commonly known as "COBRA"), with the cost of the regular premium for such benefits shared in the year immediately prior to same relative proportion by the year Employer and the Executive as in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following effect on the date of termination, as provided below; termination for twelve (iii) payment of a pro-rated Target Bonus with respect to the fiscal year in which such termination occurs, payable in a single lump sum cash payment following the date of termination, as provided below; (iv) for a period of eighteen (1812) months following Employee’s Termination Date and at a cost of 102% of premium provided under COBRA, for up to an additional six (the “Termination Benefits Period”6) months. If Executive does not enroll in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(splan, but has an individual health policy instead, the monthly premium will be paid for up to twelve (12) sponsored by Company covering Employee and his eligible dependents at months or the time of date the termination of employment (the “Health Coverage”) for the Termination Benefits Period; providedExecutive is employed elsewhere, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisablewhichever first occurs. The Termination Benefits set forth in subclause (i), (ii), (iii), (iv) and (v) above shall be conditioned paid in twelve (12) monthly installments from the date of termination, and the Termination Benefits set forth in subclause (ii) above shall continue effective until twelve (12) months after the date of termination or the date the Executive is employed elsewhere, whichever first occurs. If the termination is the result of a change of control, the base salary will be paid in full upon Employee’s compliance with Employee’s Continuing Obligations under this Agreementtermination, not made payable on a monthly basis. Notwithstanding the foregoing, nothing in this Section 6(g6(d) shall be construed to affect Employee’s the Executive's right to receive COBRA continuation (if enrolled in the group health plan) entirely at Employee’s the Executive's own cost to the extent that Employee the Executive may continue to be entitled to COBRA continuation after Employee’s the Executive's right to receive payments cost sharing under Section 6(g)(iv6(d)(ii) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day period.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”). Notwithstanding the foregoing, in the event of a termination of the Employment for any reason and subject to Section 17 below, the Company shall pay to Employee a lump sum in cash equal to the sum of (A) his Base Salary through the date of termination to the extent not theretofore paid, (B) any annual bonus earned but unpaid as of the date of termination for any previously completed fiscal year (and any such bonus shall be treated as earned to extent the Target Opportunity criteria are determined to have been satisfied for such year, without regard to whether such determination has been completed by the date of termination or whether Employee is employed on the normal payment date), (C) reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with Company policy prior to the date of termination, and (D) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (A) - (D) shall be hereinafter referred to as the “Accrued Obligations”), payable on the 60th day following the date of termination. In the event of a termination of 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 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 17, the Company shall provide to Employee the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations: (i) except as otherwise provided in Section 19, an amount equal to two (2) times the sum of (A) Employee’s Base SalarySalary and (B) Employee’s Base Salary multiplied by .85, payable in twenty-four (24) equal installments during a single lump sum cash payment twenty-four (24) month period following the date of termination, termination (the “Termination Benefits Period”) (such payment shall be subject to withholding under applicable law and shall be made in accordance with the Company’s usual payroll practice as provided belowin effect from time to time); (ii) an amount equal to Employee’s Annual Bonus earned in the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following the date of termination, as provided below; (iii) payment of a any pro-rated Target Bonus bonus under the AIP with respect to the fiscal year in which such termination occursoccurs (payment shall be subject to withholding under applicable law, payable in a single lump sum cash payment following shall be made at the date of terminationtime when the Company pays bonuses to its other executive officers with respect to the applicable fiscal year, as provided below; (ivand shall be based on actual performance for the applicable fiscal year) for a period of eighteen (18) months following Employee’s Termination Date (the “Current Year Prorata Bonus”); and (iii) during the Termination Benefits Period”) , in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the Employee’s termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv6(e)(iii) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; andand (D) such payment shall not limit any rights Employee or his dependents may then have to receive retiree medical or life insurance benefits then offered by the Company to the extent that Employee is entitled to such benefits under the terms and conditions of the applicable plans or policies. (viv) All unvested shares if, at the end of restricted stockthe Termination Benefits Period, stock optionsEmployee is not employed by another employer (including self-employment), or other equity awards issued Employee will receive an amount equal to Employee one-twelfth (1/12) of the sum of (A) Employee’s Base Salary and (B) Employee’s Base Salary multiplied by .85 (such payment, subject to withholding under applicable law, to be made on a monthly basis in accordance with the Company’s usual payroll practice as in effect from time to time); provided however, that such payments will immediately cease upon the earlier of (x) Employee’s employment (including self-employment) by a subsequent employer and (y) six (6) calendar months following the Market Cap Milestone Sharesend of Termination Benefits Period. In addition, the benefits described in Section 6(e)(iii) shall become fully vested and exercisablebe continued until the earlier of (x) six (6) months after the end of the Termination Benefits Period or (y) such time that Employee obtains any of the coverages or benefits described in Section 6(e)(iii) pursuant to a subsequent employer’s benefit plans. The Termination Benefits set forth in (i), (ii), (iii), ) through (iv) and (v) above shall be conditioned upon Employee’s continue so long as Employee is in compliance with Employee’s Continuing Obligations under this Agreement. The Company’s liability for Termination Benefits set forth in (i) through (iv) above shall be reduced by the amount of any severance, if any, actually paid to Employee pursuant to any severance pay plan of the Company. Notwithstanding the foregoing, nothing in this Section 6(g6(e) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv6(e)(iii) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g6(e) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment Employee’s employment without Cause pursuant to Section 6(b), or a termination of Employee’s employment with the Company for Good Reason pursuant to Section 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) Agreement (the a “Conforming Release”)), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the delivers a Conforming Release, except that (i) the Conforming Release shall not require a waiver of any of the Accrued ObligationsObligations and (ii) Employee’s obligation to deliver such Conforming Release shall be contingent upon the Company’s delivery of a Conforming Release to the Employee not later than ten (10) days following the date of termination of Employment. The Provided such a Conforming Release has been timely delivered to Employee, it must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day period.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, termination and (dc) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (dc), collectively, the “Accrued Obligations”). Notwithstanding the foregoing, in the event of a termination of 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 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 17, the Company shall provide to Employee the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations: (i) an amount equal to (A) the Employee’s Base Salary payable in twelve (12) equal installments during the twelve (12) month period following the date of termination (the “Termination Benefits Period”) or (B) two (2) times the Employee’s Base SalarySalary if such termination occurs within twenty-four (24) months following a “Change in Control” (as defined below), payable in a single lump sum cash payment following the date of termination, which payments shall be subject to withholding under applicable law and shall be made in accordance with the Company’s usual payroll practice as provided belowin effect from time to time; (ii) an amount equal to Employee’s Annual Bonus earned in during the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following the date of termination, as provided below; (iii) payment of a pro-rated Target Bonus with respect to the fiscal year in which such termination occurs, payable in a single lump sum cash payment following the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) , in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the Employee’s termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv6(e)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable. The Termination Benefits set forth in (i), (ii), (iii), (iv) and (v) above shall be conditioned upon Employee’s continue so long as Employee remains in compliance with Employee’s Continuing Obligations under this Agreement. The Company’s liability for Termination Benefits shall be reduced by the amount of any severance, if any, actually paid to Employee pursuant to any severance pay plan of the Company. Notwithstanding the foregoing, nothing in this Section 6(g6(e) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv6(e)(ii) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g6(e) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment Employee’s employment without Cause pursuant to Section 6(b), or a termination of Employee’s employment with the Company for Good Reason pursuant to Section 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day period.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by lawAgreement, all compensation and benefits payable to Employee of the Company’s obligations under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”)Employment Period. Notwithstanding the foregoing, in the event of a termination of the Employment without Cause pursuant to Section 6(b), a termination of the Employment Executive’s employment with the Company by the Executive for Good Reason pursuant to Section 6(c), or by the Company without Cause (including a termination due to Employee’s Disability or death pursuant to without Cause as contemplated by the last paragraph of Section 6(e) or Section 6(f8.a), then, subject to Section 17, the Company shall provide to Employee Executive the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations:): (i) an amount equal to two (2) times Employeecontinuation of the Executive’s Base Salary, payable Salary at the rate then in a single lump sum cash payment following the date of termination, as provided beloweffect pursuant to Section 4.a; (ii) an amount equal to Employee’s Annual the product of (A) that portion, expressed as a percentage, of the year-to-date Bonus earned in Objectives realized by the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following Company as of the date of termination, as provided below; such termination and (iiiB) payment the product of a pro-rated (x) the quotient obtained by dividing (I) the number of calendar days elapsed from the beginning of the respective calendar year to the date of such termination by (II) 365 and (y) the Target Annual Bonus with respect to the fiscal year in of termination for which such termination occursthe Executive is eligible, payable in a single lump sum cash payment following the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal which amount shall be paid to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents Executive at the time of frequency and in the termination of employment manner provided for payments pursuant to clause (the “Health Coverage”i) for the Termination Benefits Periodabove; provided, however, that in the event that such termination without Cause or for Good Reason shall be effective on the date of the consummation of a Sale of the Company (Aas defined in Section 4(d) hereof) or, within 180 days thereafter, such amount shall be payable on the cost effective date of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRAtermination; and (viii) All unvested shares continuation of restricted stockgroup health, stock optionsdental, or other equity awards issued to Employee and disability plan benefits as described in Section 5.a of this Agreement, with the cost for such benefits shared in the same relative proportion by the Company, including Company and the Market Cap Milestone Shares, shall become fully vested and exercisableExecutive as in effect on the date of termination. The Termination Benefits set forth in clauses (i), (ii), (iii), (iv) and (viii) above shall be conditioned upon Employee’s continue, so long as the Executive is in compliance with Employeethe Executive’s Continuing Obligations continuing obligations under this Agreement. Notwithstanding , until twenty-four (24) months after the foregoingdate of termination provided, nothing however, that in this the event that such termination without Cause or for Good Reason shall be effective on the date of the consummation of a Sale of the Company (as defined in Section 6(g4(d) hereof) or, within 180 days thereafter, the Termination Benefits set forth in clause (i) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to payable on the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceaseseffective date of such termination. The Company and Employee the Executive agree that the Termination Benefits paid by the Company to Employee the Executive under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits 6.d shall be contingent upon Employeethe Executive’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this AgreementSection 6.d and Section 6.f) upon termination of employment in a customary the form reasonably satisfactory attached hereto as Exhibit A (with such changes as may be necessitated by any change in law after the date hereof to obtain the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”full benefits thereunder), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely Executive executes and delivers, delivers such release and does not rescind, the Release, except that the Release such release shall not require be revoked. Notwithstanding anything contained herein to the contrary, any payment required to be made pursuant to clause (ii) above that would result in a waiver violation of, or a default under, any agreement governing any indebtedness for borrowed money of the Parent or any of the Accrued Obligations. The Release must its affiliates, shall not be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which made so long as such agreement would prohibit such payment or benefit shall be forfeited. The Company may elect to commence such payment of Termination Benefits at any time during such sixty (60)-day periodwould result in a violation or default thereunder; provided, however, that if the Parent shall use its good faith efforts to negotiate with the lenders under any such sixty (60)-day period begins in one taxable year and ends in agreement to permit the following taxable year, then the Company shall commence payment of Termination Benefits such amounts as promptly as practicable. Any such delay in making such payments shall not be deemed to be a violation of this Agreement. The Executive shall not be required to mitigate the second taxable year. If such amount of any payment provided for in this Section 6 by seeking other employment or otherwise, and the amount of any payment or benefit is exempt from provided for in this Section 409A 6 shall not be reduced by any compensation earned by the Executive as the result of the Code, the Company may elect to make employment by another employer or commence payment of Termination Benefits at any time during such sixty (60)-day periodby retirement benefits.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”). Notwithstanding the foregoing, in the event of a termination of the Employment for any reason and subject to Section 17 below, the Company shall pay to Employee a lump sum in cash equal to the sum of (A) his Base Salary through the date of termination to the extent not theretofore paid, (B) any annual bonus earned but unpaid as of the date of termination for any previously completed fiscal year (and any such bonus shall be treated as earned to extent the Target Opportunity criteria are determined to have been satisfied for such year, without regard to whether such determination has been completed by the date of termination or whether Employee is employed on the normal payment date), (C) reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with Company policy prior to the date of termination, and (D) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (A) - (D) shall be hereinafter referred to as the “Accrued Obligations”), payable on the 60th day following the date of termination. In the event of a termination of 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 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 17, the Company shall provide to Employee the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations: (i) except as otherwise provided in Section 19, an amount equal to two (2) times the sum of (A) Employee’s Base SalarySalary and (B) Employee’s Base Salary multiplied by 1.25, payable in twenty-four (24) equal installments during a single lump sum cash payment twenty-four (24) month period following the date of termination, termination (the “Termination Benefits Period”) (such payment shall be subject to withholding under applicable law and shall be made in accordance with the Company’s usual payroll practice as provided belowin effect from time to time); (ii) an amount equal to Employee’s Annual Bonus earned in the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following the date of termination, as provided below; (iii) payment of a any pro-rated Target Bonus bonus under the AIP with respect to the fiscal year in which such termination occursoccurs (payment shall be subject to withholding under applicable law, payable in a single lump sum cash payment following shall be made at the date of terminationtime when the Company pays bonuses to its other executive officers with respect to the applicable fiscal year, as provided below; (ivand shall be based on actual performance for the applicable fiscal year) for a period of eighteen (18) months following Employee’s Termination Date (the “Current Year Prorata Bonus”); and (iii) during the Termination Benefits Period”) , in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the Employee’s termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv6(e)(iii) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; andand (D) such payment shall not limit any rights Employee or his dependents may then have to receive retiree medical or life insurance benefits then offered by the Company to the extent that Employee is entitled to such benefits under the terms and conditions of the applicable plans or policies. (viv) All unvested shares if, at the end of restricted stockthe Termination Benefits Period, stock optionsEmployee is not employed by another employer (including self-employment), or other equity awards issued Employee will receive an amount equal to Employee one-twelfth (1/12) of the sum of (A) Employee’s Base Salary and (B) Employee’s Base Salary multiplied by 1.25 (such payment, subject to withholding under applicable law, to be made on a monthly basis in accordance with the Company’s usual payroll practice as in effect from time to time); provided however, that such payments will immediately cease upon the earlier of (x) Employee’s employment (including self-employment) by a subsequent employer and (y) six (6) calendar months following the Market Cap Milestone Sharesend of Termination Benefits Period. In addition, the benefits described in Section 6(e)(iii) shall become fully vested and exercisablebe continued until the earlier of (x) six (6) months after the end of the Termination Benefits Period or (y) such time that Employee obtains any of the coverages or benefits described in Section 6(e)(iii) pursuant to a subsequent employer’s benefit plans. The Termination Benefits set forth in (i), (ii), (iii), ) through (iv) and (v) above shall be conditioned upon Employee’s continue so long as Employee is in compliance with Employee’s Continuing Obligations under this Agreement. The Company’s liability for Termination Benefits set forth in (i) through (iv) above shall be reduced by the amount of any severance, if any, actually paid to Employee pursuant to any severance pay plan of the Company. Notwithstanding the foregoing, nothing in this Section 6(g6(e) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv6(e)(iii) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g6(e) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment Employee’s employment without Cause pursuant to Section 6(b), or a termination of Employee’s employment with the Company for Good Reason pursuant to Section 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) Agreement (the a “Conforming Release”)), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the delivers a Conforming Release, except that (i) the Conforming Release shall not require a waiver of any of the Accrued ObligationsObligations and (ii) Employee’s obligation to deliver such Conforming Release shall be contingent upon the Company’s delivery of a Conforming Release to the Employee not later than ten (10) days following the date of termination of Employment. The Provided such a Conforming Release has been timely delivered to Employee, it must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day period.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee the Executive under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee Executive’s employment under this Agreement other than the Accrued Obligations which shall be entitled defined to receive mean the sum of (1) the Executive’s accrued base salary and any earned but unpaid Base Salary accrued vacation pay through the date of termination, (b2) Employee shall be entitled the Executive’s business expenses that have not been reimbursed by the Bank as of the date of termination that were incurred by the Executive prior to receive any the date of termination in accordance with the applicable Employer policy, and (3) the Executive’s annual bonus earned but unused vacation days for the fiscal year immediately preceding the fiscal year in which the date of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through termination occurs if such bonus has been determined but not paid as of the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”). Notwithstanding the foregoing, in the event of a termination of the Employment Executive’s employment with the Bank by the Bank without Cause pursuant to Section 6(b), a termination of or by the Employment with the Company Executive for Good Reason pursuant to Section 6(c), or within one year following a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, Change of Control and subject to Section 17the Executive’s agreement to a release of any and all legal claims in the form attached hereto as Exhibit A, the Company Bank shall provide to Employee the Executive the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations:): (i) an amount equal the product of (1) the annual bonus earned by the Executive with respect to two the most recently completed fiscal year preceding the date of termination (the “Reference Bonus”), and (2) times Employee’s Base Salarya fraction, payable the numerator of which is the number of days in a single lump sum cash payment following the fiscal year in which the date of termination occurs through the date of termination, as provided belowand the denominator of which is 365 (the “Pro Rata Bonus”); (ii) an the amount equal to Employeethe product of (1) one and (2) the sum of (x) the Executive’s Annual Bonus earned Salary as in the year effect immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following the date of termination, as provided below;termination and (y) the Reference Bonus; and (iii) payment of a pro-rated Target Bonus with respect to Continued participation in the fiscal year in which such termination occurs, payable in a single lump sum cash payment following Bank’s medical and dental insurance plan at the date of termination, as provided below;active employee’s rate for 18 months. (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) Anything in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal this Agreement to the cost the Company would have incurred had Employee continued group medicalcontrary notwithstanding, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents if at the time of the Executive’s termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable. The Termination Benefits set forth in (i), (ii), (iii), (iv) and (v) above shall be conditioned upon Employee’s compliance with Employee’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 6(g) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescindemployment, the Release, except that Executive is considered a “specified employee” within the Release shall not require a waiver meaning of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60Section 409A(a)(2)(B)(i) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, and if any payment that the Company may elect Executive becomes entitled to make under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s death, or commence (iii) such other date as will cause such payment not to be subject to such interest and additional tax, and the initial payment shall include a catch-up amount covering amounts that would otherwise have been paid during the first six-month period but for the application of Termination Benefits at any time during such sixty (60)-day periodthis Section 6(f)(iii).

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”). Notwithstanding the foregoing, in the event of a termination of the Employment for any reason and subject to Section 17 below, the Company shall pay to Employee a lump sum in cash equal to the sum of (A) his Base Salary through the date of termination to the extent not theretofore paid, (B) any annual bonus earned but unpaid as of the date of termination for any previously completed fiscal year (and any such bonus shall be treated as earned to the extent the Target Award criteria are determined to have been satisfied for such year, without regard to whether such determination has been completed by the date of termination or whether Employee is employed on the normal payment date), (C) reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with Company policy prior to the date of termination, and (D) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (A) — (D) shall be hereinafter referred to as the “Accrued Obligations”), payable on the 60th day following the date of termination. In the event of a termination of 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 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 17, the Company shall provide to Employee the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations: (i) except as otherwise provided in Section 19, an amount equal to two (2) times the sum of (A) Employee’s Base SalarySalary and (B) Employee’s Base Salary multiplied by .85, payable in twenty-four (24) equal installments during a single lump sum cash payment twenty-four (24) month period following the date of termination, termination (the “Termination Benefits Period”) (such payment shall be subject to withholding under applicable law and shall be made in accordance with the Company’s usual payroll practice as provided belowin effect from time to time); (ii) an amount equal to Employee’s Annual Bonus earned in the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following the date of termination, as provided below; (iii) payment of a any pro-rated Target Bonus bonus under the AIP with respect to the fiscal year in which such termination occursoccurs (payment shall be subject to withholding under applicable law, payable in a single lump sum cash payment following shall be made at the date of terminationtime when the Company pays bonuses to its other executive officers with respect to the applicable fiscal year, as provided below; (ivand shall be based on actual performance for the applicable fiscal year) for a period of eighteen (18) months following Employee’s Termination Date (the “Current Year Prorata Bonus”); and (iii) during the Termination Benefits Period”) , in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the Employee’s termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv6(e)(iii) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; andand (D) such payment shall not limit any rights Employee or his dependents may then have to receive retiree medical or life insurance benefits then offered by the Company to the extent that Employee is entitled to such benefits under the terms and conditions of the applicable plans or policies. (viv) All unvested shares if, at the end of restricted stockthe Termination Benefits Period, stock optionsEmployee is not employed by another employer (including self-employment), or other equity awards issued Employee will receive an amount equal to Employee one-twelfth (1/12) of the sum of (A) Employee’s Base Salary and (B) Employee’s Base Salary multiplied by .85 (such payment, subject to withholding under applicable law, to be made on a monthly basis in accordance with the Company’s usual payroll practice as in effect from time to time); provided however, that such payments will immediately cease upon the earlier of (x) Employee’s employment (including self-employment) by a subsequent employer and (y) six (6) calendar months following the Market Cap Milestone Sharesend of the Termination Benefits Period. In addition, the benefits described in Section 6(e)(iii) shall become fully vested and exercisablebe continued until the earlier of (x) six (6) months after the end of the Termination Benefits Period or (y) such time that Employee obtains any of the coverages or benefits described in Section 6(e)(iii) pursuant to a subsequent employer’s benefit plans. The Termination Benefits set forth in (i), (ii), (iii), ) through (iv) and (v) above shall be conditioned upon Employee’s continue so long as Employee is in compliance with Employee’s Continuing Obligations under this Agreement. The Company’s liability for Termination Benefits set forth in (i) through (iv) above shall be reduced by the amount of any severance, if any, actually paid to Employee pursuant to any severance pay plan of the Company. Notwithstanding the foregoing, nothing in this Section 6(g6(e) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv6(e)(iii) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g6(e) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment Employee’s employment without Cause pursuant to Section 6(b), or a termination of Employee’s employment with the Company for Good Reason pursuant to Section 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) Agreement (the a “Conforming Release”)), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the delivers a Conforming Release, except that (i) the Conforming Release shall not require a waiver of any of the Accrued ObligationsObligations and (ii) Employee’s obligation to deliver such Conforming Release shall be contingent upon the Company’s delivery of a Conforming Release to the Employee not later than ten (10) days following the date of termination of Employment. The Provided such a Conforming Release has been timely delivered to Employee, it must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day period.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee the Executive under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled Executive's employment under this Agreement pursuant to receive any earned but unpaid Base Salary through this Section 6 or due to delivery of a Non-renewal Notice from either party to the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”)other. Notwithstanding the foregoing, in the event of a termination of the Employment without Cause pursuant to Section 6(b), a termination of the Employment Executive's employment with the Company for Good Reason Employer pursuant to Section 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 17above, the Company Employer shall provide to Employee the Executive the following termination benefits (“"Termination Benefits”) in addition to the Accrued Obligations:"): (i) an amount equal continuation of the Salary at the rate then in effect pursuant to two (2) times Employee’s Base Salary, payable in a single lump sum cash payment following the date of termination, as provided belowSection 4(a); (ii) an amount equal continuation of group health plan benefits, (A) if permitted by Employer's health plan or if Employer self-insures (provided that Employer shall have no obligation to Employee’s Annual Bonus earned self-insure), until the expiration of the Initial Term, or (B) if not permitted by Employer's health plan, to the extent authorized by and consistent with 29 U.S.C Section 1161 et seq. (commonly known as "COBRA"), in either case with the cost of the regular premium for such benefits shared in the year immediately prior to same relative proportion by the year Employer and the Executive as in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following effect on the date of termination, as provided below;; and (iii) payment continuation of a pro-rated Target Bonus with respect to the fiscal year automobile benefits as in which such termination occurs, payable in a single lump sum cash payment following effect on the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable4(d)(ii). The Termination Benefits set forth in (i)) above shall continue effective until the later of (A) the expiration of the Initial Term or (B) for twelve months from the date of termination of employment, provided that the Executive shall not have materially breached, (1) as of the date of termination, any of his or her covenants or agreements contained in Sections 7 and 8 of this Agreement or (2) thereafter, any of his or her covenants or agreements contained in this Agreement. The Termination Benefits set forth in (ii), (iii), (iv) and (viii) above shall be conditioned upon Employee’s compliance with Employee’s Continuing Obligations under continue effective until the expiration of the Initial Term, provided that the Executive shall not have materially breached, (x) as of the date of termination, any of his or her covenants or agreements contained in Section 7 and 8 of this Agreement or (y) thereafter, any of his or her covenants or agreements contained in this Agreement. Notwithstanding the foregoing, nothing in this Section 6(g6(d) shall be construed to affect Employee’s the Executive's right to receive COBRA continuation entirely at Employee’s the Executive's own cost to the extent that Employee the Executive may continue to be entitled to COBRA continuation after Employee’s the Executive's right to receive payments cost sharing under Section 6(g)(iv6(d)(ii) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day period.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee the Chairman under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”). Notwithstanding the foregoing, in the event of a termination of the Employment for any reason and subject to Section 17 below, the Company shall pay to the Chairman a lump sum in cash equal to the sum of (A) his Base Salary through the date of termination to the extent not theretofore paid, (B) any annual bonus earned but unpaid as of the date of termination for any previously completed fiscal year (and any such bonus shall be treated as earned to extent the Target Opportunity criteria are determined to have been satisfied for such year, without regard to whether such determination has been completed by the date of termination or whether the Chairman is employed on the normal payment date), (C) reimbursement for any unreimbursed business expenses properly incurred by the Chairman in accordance with Company policy prior to the date of termination, and (D) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (A)—(D) shall be hereinafter referred to as the “Accrued Obligations”), payable on the 60th day following the date of termination. In the event of a termination of 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 by the Chairman pursuant to Section 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 17, the Company shall provide to Employee the Chairman the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations: (i) an amount equal to the greater of (A) $5,200,000 less the compensation paid to the Chairman pursuant to Section 4 during the Term and (B) two (2) times Employeethe sum of (X) the Chairman’s Base SalarySalary and (Y) the Chairman’s Base Salary multiplied by .50, payable in a single lump sum cash payment within thirty (30) days after the Chairman’s date of termination (such payment shall be subject to withholding under applicable law); and (ii) during a twenty-four (24) month period following the date of termination, as provided below; (ii) an amount equal to Employee’s Annual Bonus earned in the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following the date of termination, as provided below; (iii) payment of a pro-rated Target Bonus with respect to the fiscal year in which such termination occurs, payable in a single lump sum cash payment following the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) ), in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee the Chairman continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee the Chairman and his eligible dependents at the time of the Chairman’s termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee the Chairman would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee the Chairman receives the payments pursuant to this Section 6(g)(iv6(e)(iii) shall run concurrently with any period for which Employee the Chairman is eligible to elect health coverage under COBRA; and and (vD) All unvested shares of restricted stock, stock options, such payment shall not limit any rights the Chairman or other equity awards issued his dependents may then have to Employee receive retiree medical or life insurance benefits then offered by the Company, including Company to the Market Cap Milestone Shares, shall become fully vested extent that the Chairman is entitled to such benefits under the terms and exercisableconditions of the applicable plans or policies. The Termination Benefits set forth in (i), (ii), (iii), (ivSection 6(d) and (v) above shall be conditioned upon Employee’s continue so long as the Chairman is in compliance with Employeethe Chairman’s Continuing Obligations under this Agreement. The Company’s liability for Termination Benefits set forth in Section 6(d) above shall be reduced by the amount of any severance, if any, actually paid to the Chairman pursuant to any severance pay plan of the Company. Notwithstanding the foregoing, nothing in this Section 6(g6(d) shall be construed to affect Employeethe Chairman’s right to receive COBRA continuation entirely at Employeethe Chairman’s own cost to the extent that Employee the Chairman may continue to be entitled to COBRA continuation after Employeethe Chairman’s right to receive payments under Section 6(g)(iv6(d)(ii) ceases. The Company and Employee the Chairman agree that the Termination Benefits paid by the Company to Employee the Chairman under this Section 6(g6(d) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment Chairman’s employment without Cause pursuant to Section 6(b), ) or a termination of the Chairman’s employment with the Company by the Chairman pursuant to Section 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employeethe Chairman’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee the Chairman beyond those provided for in, or otherwise inconsistent with, this Agreement) Agreement (the a “Conforming Release”)), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely Chairman executes and delivers, and does not rescind, the delivers a Conforming Release, except that (i) the Conforming Release shall not require a waiver of any of the Accrued ObligationsObligations and (ii) the Chairman’s obligation to deliver such Conforming Release shall be contingent upon the Company’s delivery of a Conforming Release to the Chairman not later than ten (10) days following the date of termination of Employment. The Provided such a Conforming Release has been timely delivered to the Chairman, it must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day period.

Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee the Executive under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled Executive's employment under this Agreement pursuant to receive any earned but unpaid Base Salary through this Section 6 or due to delivery of a Non-renewal Notice from either party to the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”)other. Notwithstanding the foregoing, (i) nothing in this Agreement shall be construed to affect the Executive's right to receive continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. (S) 1161 et seq. (commonly known as "COBRA") entirely at the Executive's own cost and (ii) in the event of a termination of the Employment without Cause pursuant to Section 6(b), a termination of the Employment Executive's employment with the Company for Good Reason Employer pursuant to Section 6(c)) above, provided that the Executive shall not have breached, as of the date of termination or a termination due thereafter, any of his or her covenants or agreements contained in this Agreement, the Employer shall provide to Employee’s Disability or death the Executive continuation of the Salary at the rate then in effect pursuant to Section 6(e4(a) or Section 6(f), then, subject to Section 17, (the Company shall provide to Employee the following termination benefits (“"Termination Benefits”") in addition to until the Accrued Obligations: (i) an amount equal to two (2) times Employee’s Base Salary, payable in a single lump sum cash payment following the date later of termination, as provided below; (ii) an amount equal to Employee’s Annual Bonus earned in the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following the date of termination, as provided below; (iii) payment of a pro-rated Target Bonus with respect to the fiscal year in which such termination occurs, payable in a single lump sum cash payment following the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination expiration of the group health plans sponsored by Company; Initial Term or (B) for twelve months from the Company shall pay date of termination of employment; provided further, that in the excess event that the Executive commences any employment or self-employment during the period during which the Executive is entitled to receive Termination Benefits (the "Termination Benefits Period"), the remaining amount of Salary due for the period from the commencement of such employment or self- employment to the end of the COBRA cost of such coverage over Termination Benefits Period shall be reduced by one-half. The Employer's liability for Salary continuation shall be reduced by the amount that Employee would have had of any severance pay due or otherwise paid to the Executive pursuant to any severance pay for such coverage if he had remained employed plan or stay bonus plan of the Employer. The Executive shall be obligated to give prompt notice of the date of commencement of any employment or self-employment during the Termination Benefits Period and paid shall respond promptly to any reasonable inquiries concerning any employment or self-employment in which the active employee rate for such coverage (the “COBRA Cost”); and (C) the time Executive engages during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable. The Termination Benefits set forth in (i), (ii), (iii), (iv) and (v) above shall be conditioned upon Employee’s compliance with Employee’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 6(g) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day periodPeriod.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or the Merger Agreement between the Employer and Predix Pharmaceuticals dated July 10, 2006 (the "Merger Agreement") (which provides severance benefits to the Executive in certain circumstances) or otherwise required by law, all compensation and benefits payable to Employee the Executive under this Agreement shall terminate on the date of termination of the Employment; providedExecutive's employment under this Agreement , however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”). Notwithstanding the foregoing, in the event of a termination of the Employment without Cause Executive's employment with the Employer pursuant to Section 6(b), a 6(c) above or termination of by the Employment Executive with the Company for Good Reason pursuant to Section 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e6(b) or Section 6(f), then, subject to Section 17above, the Company Employer shall provide to Employee the Executive the following termination benefits (“"Termination Benefits”"), provided that the Executive executes a valid and enforceable separation agreement and release of claims in a form (the "Release") in addition to as determined by the Accrued Obligations:Employer (i) an amount a lump sum equal to two twelve months Salary (2at the rate then in effect pursuant to Section 4(a)); and (ii) times Employee’s Base Salarycontinuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. Section 1161 et seq. (commonly known as "COBRA"), payable with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the date of termination until the earlier of (A) the expiration of the Term (assuming, for this purpose, that the Term expires at the next anniversary hereof, whether or not a single lump sum cash payment following notice of non-renewal has been delivered) or (B) 12 months after the date of termination, as provided below; (ii) an amount equal to Employee’s Annual Bonus earned in the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following the date of termination, as provided below;.; and (iii) payment that portion of a pro-rated Target Bonus his or her bonus as had been accrued by the Employer in accordance with respect generally accepted accounting principles as of the end of the fiscal quarter immediately preceding such termination. This portion of the bonus will be paid to the Executive at the time the Employer pays bonuses to other senior employees, provided that it shall be paid no later than March 15 of the calendar year immediately following the fiscal year in during which such termination occurs, payable in a single lump sum cash payment following the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable. The Termination Benefits set forth in (i), (ii), (iii), (iv) and (v) above shall be conditioned upon Employee’s compliance with Employee’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 6(g) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day periodoccurs.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee the Executive under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights Executive's employment under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”)this Agreement. Notwithstanding the foregoing, in the event of a termination of the Employment without Cause pursuant to Section 6(b), a termination of the Employment Executive's employment with the Company for Good Reason Employer pursuant to Section 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, 6(d) above and subject to Section 17the Executive's execution and delivery to the Employer of an irrevocable Separation Agreement containing, among other things, a general release of claims, in a form satisfactory to the Employer, the Company Employer shall provide to Employee the Executive the following termination benefits (“"Termination Benefits”) in addition to the Accrued Obligations:"): (i) continuation of the Executive's Salary at the rate then in effect pursuant to Section 4(a); (ii) the acceleration of the vesting, if applicable, of the stock options as set forth in Section 4(c), provided that on the Date of Termination, the closing price of the Employer's common stock on the New York Stock Exchange - Composite Index, is no less than double the exercise price of the option subject to accelerated vesting, and Executive shall have a period of thirty (30) days following the Date of Termination to exercise such options then exercisable or any others which become exercisable during the 30-day post-termination period pursuant to this Section 6(e)(ii) otherwise the unvested options shall lapse; (iii) an amount equal to two the bonus (2) times Employee’s Base Salary, payable in a single lump sum cash payment following the date of termination, prorated as provided below; (iiherein) an amount equal that would have been paid Executive pursuant to Employee’s the Employer's current Annual Bonus earned in Incentive Plan or its successor, had the year immediately Executive's employment not been terminated prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following the date of termination, as provided below; (iii) payment of a pro-rated Target Bonus with respect to the fiscal year in which such termination occurs, payable in a single lump sum cash payment following the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time end of the termination of employment (the “Health Coverage”) for the Termination Benefits Period; then applicable Annual Incentive Plan period, provided, however, that (A) the cost of such Health Coverage amount shall be determined at prorated to reflect the same level period ending with the fiscal quarter in which the Date of benefits Termination occurred, and the said resulting amount is to be paid to Executive no later than such time as is generally available to similarly situated employees and is subject to any modifications made to Employer pays its other executives under the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRAAnnual Incentive Plan; and (viv) All unvested shares continuation of restricted stockgroup health plan benefits to the extent authorized by and consistent with 29 U.S.C. ss. 1161 et seq. (commonly known as "COBRA"), stock options, or other equity awards issued to Employee with the cost of the regular premium for such benefits shared in the same relative proportion by the Company, including Employer and the Market Cap Milestone Shares, shall become fully vested and exercisableExecutive as in effect on the Date of Termination. The Termination Benefits set forth in (i), (ii), (iii), ) and (iv) and (v) above shall be conditioned upon Employee’s compliance with Employee’s Continuing Obligations under this Agreement. Notwithstanding continue for a period of twelve (12) months after the foregoing, nothing date of termination; provided that in this Section 6(g) shall be construed to affect Employee’s right the event that the Executive commences any employment or self-employment during the period during which the Executive is entitled to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceases. The Company and Employee agree that the Termination Benefits paid by (the Company to Employee under this Section 6(g) shall be in full satisfaction"Termination Benefits Period"), compromise and release the remaining amount of any claims arising out of any termination of the Employment Salary due pursuant to Section 6(b), 6(c), 6(e), 6(e)(i) for the period from the commencement of such employment or 6(f). The payment self-employment to the end of the Termination Benefits Period shall be contingent upon Employee’s (reduced by the amount of gross compensation which Executive is entitled to receive from the new employer or Employee’s guardian or estate, a self-employment and the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day period.payments

Certain Termination Benefits. Unless otherwise specifically Except as expressly provided in this Agreement Section 5(e), Section 6 with respect to disability, or otherwise as may be required by applicable law, all compensation and the Employee shall not be entitled to any benefits payable to Employee under in connection with the termination of this Agreement shall terminate on Agreement. In the date event of termination of by the Employment; providedEmployer with or without Cause pursuant to Section 5(b) or by the Employee with or without Good Reason pursuant to Section 5(c), however, (a) the Employee shall be entitled to receive any earned but unpaid Base Salary through the following benefits: (i) within 30 days of termination, the Employer shall pay the Employee a lump sum equal to twice the annual salary of the Employee, with such amount being grossed up for federal and/or state taxes; (ii) within 30 days of termination, the Employer shall pay the Employee a lump sum in the amount necessary for the Employee to exercise all of his currently vested stock options existing on the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days with such amount being grossed up for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred federal and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”). Notwithstanding the foregoing, in the event of a termination of the Employment without Cause pursuant to Section 6(b), a termination of the Employment with the Company for Good Reason pursuant to Section 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 17, the Company shall provide to Employee the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations:state taxes; (iiii) an amount equal to two for a period of three (23) times Employee’s Base Salary, payable in a single lump sum cash payment years following the date of termination, as provided below; the Employee shall continue to receive medical, dental and life 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 Employee received such benefits on the date of termination (ii) an amount equal to Employee’s Annual Bonus earned it being acknowledged that the post-termination plans may be different from the plans in the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following effect on the date of termination). For purposes of application of such benefits, the Employee shall be treated as provided below; (iii) payment if he had remained in the employ of a pro-rated Target Bonus with respect the Employer, and service credits will continue to accrue during such period as if the fiscal year Employee had remained in which such termination occurs, payable in a single lump sum cash payment following the date employ of termination, as provided belowthe Employer; (iv) for a period if, in spite of eighteen (18the provisions of Section 5(e)(iii) months following above, benefits or service credits under any medical, dental or life insurance plan shall not be payable or provided under any such plan to the Employee, or to the Employee’s Termination Date (dependents, beneficiaries or estate, because the “Termination Benefits Period”) in periodic installmentsEmployee is no longer deemed to be an employee of the Employer, in accordance with the Company’s usual payroll practice as in effect from time to timeEmployer shall pay or provide for payment of equivalent benefits, a cash payment equal taking into account service credits for such benefits to the cost Employee, or to the Company would have incurred had Employee’s dependents, beneficiaries or estate; (v) the Employer’s obligation to provide the Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself with medical or dental insurance pursuant to subsections 5(e)(iii) and his eligible dependents under 5(e)(iv) hereof shall terminate with respect to each particular type of insurance in the group health plan(s) sponsored by Company covering event the Employee becomes employed and his eligible dependents has made available to him in connection with such employment at the time expense of the termination employer that particular type of employment (the “Health Coverage”) for the Termination Benefits Period; providedinsurance, however, that (A) the cost of so long as such Health Coverage shall be determined at the same level of benefits as insurance is generally available to similarly situated employees and is subject to any modifications made substantially similar to the same coverage insurance provided to similarly situated employees, including but not limited to termination of by the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRAEmployer; and (vvi) All unvested shares in the event the Employee becomes employed and has made available to him in connection with such employment at the expense of restricted stock, stock options, or other equity awards issued the employer life insurance which is substantially similar to Employee the life insurance provided by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable. The Termination Benefits set forth in (i), (ii), (iii), (ivEmployer pursuant to Subsections 5(e)(iii) and (v5(e)(iv) above hereof, the Employer shall be conditioned upon required to provide the Employee with life insurance pursuant to such subsections only in an amount equal to the excess, if any, of the amount of life insurance which would be provided by the Employer pursuant to such subsections if the Employee had not been provided with life insurance in connection with his new employment over the amount of life insurance provided by the Employee’s compliance with Employee’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 6(g) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day periodnew employer.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee the Executive under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights Executive's employment under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”)this Agreement. Notwithstanding the foregoing, in the event of a termination of the Employment without Cause pursuant to Section 6(b), a termination of the Employment Executive's employment with the Company for Good Reason Employer pursuant to Section 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 17above, the Company Employer shall provide to Employee the Executive the following termination benefits (“"Termination Benefits”) in addition to the Accrued Obligations:"): (i) an amount equal continuation of the Executive's Salary at the rate then in effect pursuant to two Section 4(a); and (2ii) times Employee’s Base Salarycontinuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. ss. 1161 ET Seq. (commonly known as "COBRA"), payable with the cost of the regular premium for such benefits shared in a single lump sum cash payment following the same relative proportion by the Employer and the Executive as in effect on the date of termination, as provided below; (ii) an amount equal to Employee’s Annual Bonus earned in the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following the date of termination, as provided below; (iii) payment of a pro-rated Target Bonus with respect to the fiscal year in which such termination occurs, payable in a single lump sum cash payment following the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable. The Termination Benefits set forth in (i), (ii), (iii), (iv) and (vii) above shall be conditioned upon Employee’s compliance with Employee’s Continuing Obligations under this Agreement. Notwithstanding continue effective until the foregoing, nothing earlier of (A) the expiration of the Term or (B) twelve (12) months after the date of termination; PROVIDED THAT in this Section 6(g) shall be construed to affect Employee’s right the event that the Executive commences any employment or self-employment during the period during which the Executive is entitled to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceases. The Company and Employee agree that the Termination Benefits paid by (the Company to Employee under this Section 6(g) shall be in full satisfaction"Termination Benefits Period"), compromise and release of any claims arising out of any termination as of the Employment date of commencement of such employment or self-employment, the remaining amount of Salary due pursuant to Section 6(b), 6(c), 6(e), 6(d)(i) for the period from the commencement of such employment or 6(f). The payment self-employment to the end of the Termination Benefits Period shall be contingent upon Employee’s (or Employee’s guardian or estate, a reduced by one-half and the case may bepayments provided under Section 6(d)(ii) timely delivery as provided below of a separation agreement containing a general release shall cease entirely. The Employer's liability for Salary continuation pursuant to Section 6(d)(i) shall be reduced by the amount of any and all claims (other than those arising severance pay due or otherwise provided for under this Agreement) in a customary form reasonably satisfactory paid to the Company (and without Executive pursuant to any additional obligations upon Employee beyond those provided for in, severance pay plan or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any stay bonus plan of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day periodEmployer.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee Executive under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) EmployeeExecutive’s rights employment under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”)this Agreement. Notwithstanding the foregoing, in the event of a termination of the Employment without Cause pursuant to Section 6(b), a termination of the Employment Executive’s employment with the Company for Good Reason pursuant to Section 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 176(d) above, the Company shall provide pay to Employee the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations: Executive: (i) an amount equal the lesser of (A) Executive’s Salary for the remainder of the Term (as adjusted pursuant to two Section 4(b) on the date of termination) or (2B) times Employeeone year’s Base SalarySalary (as adjusted pursuant to Section 4(b) on the date of termination); (ii) any Annual Bonus, payable in if earned, that is accrued but unpaid on the date of termination, pro-rated to the date of termination; (iii) a single lump sum cash payment for all vacation days accrued but not taken on the date of termination; (iv) any options granted to Executive that have vested on or prior to the date of termination; and (v) the Company shall cooperate so as to enable the Executive to obtain the continuation of medical benefits pursuant to COBRA and reimburse Executive for the cost of COBRA for a period of 12 months following the date of termination. Collectively, as provided below; (ii) an amount equal to Employee’s Annual Bonus earned in the year immediately prior to the year in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following the date of termination, as provided below; (iii) payment of a pro-rated Target Bonus with respect to the fiscal year in which such termination occurs, payable in a single lump sum cash payment following the date of termination, as provided below; (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable. The Termination Benefits set forth in (i), (ii), (iii), (iv) and (v) above shall be conditioned upon Employee’s compliance with Employee’s Continuing Obligations under this Agreement. Notwithstanding referred to herein as the foregoing, nothing in this Section 6(g) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceases“Severance Benefits”. The Company and Employee parties hereto agree that the Termination Severance Benefits paid by the Company are to Employee under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment Executive’s employment pursuant to Section 6(b6(c) or Section 6(d), 6(c), 6(e), or 6(f). The payment of the Termination Benefits and such amounts shall be contingent upon Employeethe Executive’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all such claims (other than those arising or otherwise provided for under this Agreement) upon termination of employment in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”)Company, it being understood that no Termination Severance Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes Executive determines to execute and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which deliver such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day periodrelease.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, termination and (dc) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (dc), collectively, the “Accrued Obligations”). Notwithstanding the foregoing, in the event of a termination of 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 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, subject to Section 17, the Company shall provide to Employee the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligations: (i) an amount equal to two (2) times the sum of (A) Employee’s Base SalarySalary and (B) Employee’s Target Bonus, payable (X) in twenty-four (24) equal installments during a twenty-four (24) month period following the date of termination (the “Termination Benefits Period”) or (Y) if such termination occurs within twenty-four (24) months following a “Change in Control” (as defined below), in a single lump sum cash payment following the date of termination, which payment shall be subject to withholding under applicable law and shall be made in accordance with the Company’s usual payroll practice as provided belowin effect from time to time; (ii) an amount equal payment of any accrued and unpaid bonus under the AIP with respect to Employee’s Annual Bonus earned in the fiscal year ending immediately prior to the year in which the termination occurs, provided date that such bonus was not already paid prior termination occurs (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 termination date, payable in a single lump sum cash payment following the date of termination, as provided belowapplicable fiscal year); (iii) payment of a any pro-rated Target Bonus bonus under the AIP with respect to the fiscal year in which such termination occursoccurs (payment shall be subject to withholding under applicable law, payable in a single lump sum cash payment following shall be made at the date of terminationtime when the Company pays bonuses to its other executive officers with respect to the applicable fiscal year, as provided below;and shall be based on actual performance for the applicable fiscal year); and (iv) for a period of eighteen (18) months following Employee’s Termination Date (during the “Termination Benefits Period”) , in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the Employee’s termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv6(e)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable. The Termination Benefits set forth in (i), (ii), (iii), ) and (iv) and (v) above shall be conditioned upon Employee’s continue so long as Employee remains in compliance with Employee’s Continuing Obligations under this Agreement. The Company’s liability for Termination Benefits set forth in (i), (iii) and (iv) above shall be reduced by the amount of any severance, if any, actually paid to Employee pursuant to any severance pay plan of the Company. Notwithstanding the foregoing, nothing in this Section 6(g6(e) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv6(e)(iv) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g6(e) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment Employee’s employment without Cause pursuant to Section 6(b), or a termination of Employee’s employment with the Company for Good Reason pursuant to Section 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (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 benefits programs in which the Employee is a participant at the time of the termination of his employment with the Company, all compensation and benefits payable to the Employee under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”)employment hereunder. Notwithstanding the foregoing, in the event of a termination of by the Employment without Cause pursuant to Section 6(b), a termination of the Employment with the Company Employee for Good Reason pursuant to Section 6(c), ) or a termination due to Employee’s Disability or death by the Employer pursuant to Section 6(e) or Section 6(f6(d), then, subject the Employee shall be entitled to Section 17, the Company shall provide to Employee the following termination benefits (“Termination Benefits”) in addition to the Accrued Obligationsbenefits: (i) The Employer shall continue to pay an amount equal to two (2) times the Employee’s Base Salarysalary to the Employee (or the Employee’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 which shall extend for a period of nine (9) months after the date of the Employee’s termination (the “Severance Period”), at the salary rate in effect on the date of his termination, said payments to be made on the same periodic dates as salary payments would have been made to the Employee had his employment not been terminated; provided that in the event that the Employer shall default in the timely payment of any amount due to the Employee under this Section 6(e) or in the performance of any of its other obligations under this Section 6(e), the Employee, at his option, may accelerate the remaining payments that would become due to him hereunder and such amounts thereupon shall be due and payable forthwith. (ii) During the Severance Period, the Employee shall continue to receive all benefits described in a single lump sum Sections 4(c) existing on the date of termination (except for any cash payment following bonus plans which shall be prorated through the date of termination, ). For purposes of application of such benefits the Employee shall be treated as provided below; (ii) an amount equal to Employee’s Annual Bonus earned if he had remained in the year immediately prior to employ of the year Employer, with a total annual salary at the rate in which the termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following effect on the date of termination, as provided below;. (iii) payment of a pro-rated Target Bonus with respect In addition to, but not in limitation of, the rights which the Employee otherwise may have and except as expressly provided in any award subsequent to the fiscal year in which grant of the stock options contemplated by Section 4(e), any restrictions remaining on any restricted shares issued to the Employee under the Employer’s restricted plans shall immediately lapse, any performance shares issued to the Employee under the Employer’s incentive stock plans shall immediately vest, and any stock options and stock appreciation rights granted to the Employee shall become exercisable immediately, and the Employee may exercise all such termination occurs, payable in a single lump sum cash payment following options or stock appreciation rights within the date later of termination, as provided below;the remainder of their term or the expiration of the Severance Period. (iv) for a period If, in spite of eighteen (18the provisions of Section 6(e)(ii) months following above, benefits or service credits under any benefit plan shall not be payable or provided under any such plan to the Employee, or the Employee’s Termination Date (dependents, beneficiaries or estate, because the “Termination Benefits Period”) in periodic installmentsEmployee is no longer deemed to be an employee of the Employer, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash Employer shall pay or provide for payment equal of such benefits and service credits for such benefits to the cost Employee, or to the Company would have incurred had Employee continued group medicalEmployee’s dependents, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the termination of employment (the “Health Coverage”) for the Termination Benefits Periodbeneficiaries or estate; provided, however, that (A) the cost of such Health Coverage Employer shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made have no obligations with respect to the same coverage provided to similarly situated employees, including but not limited to termination federal or state income tax treatment of the group health plans sponsored by Company; (B) the Company shall pay the excess exercise of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, options or other equity awards issued to Employee stock rights held by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable. The Termination Benefits set forth in (i), (ii), (iii), (iv) and (v) above shall be conditioned upon Employee’s compliance with Employee’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 6(g) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day periodEmployer’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 Employee the Executive under this Agreement shall terminate on the date of termination of the Employment; providedExecutive’s employment under this Agreement other than the Accrued Oblications and the Other Benefits (in each case, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”as defined below). Notwithstanding the foregoing, in the event of a termination of the Employment Executive’s employment with the Employer by the Employer without Cause pursuant to Section 6(b), a termination of or by the Employment with the Company Executive for Good Reason pursuant to Section 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) or Section 6(f), then, and subject to Section 17the Executive’s agreement to a release of any and all legal claims in the form attached hereto as Exhibit A, the Company Employer shall provide to Employee the Executive the following termination benefits (“Termination benefits(“Termination Benefits”) in addition to the Accrued Obligations:): (i) an amount equal to two the sum of (21) times Employeethe Executive’s Base Salary, payable in a single lump sum cash payment following accrued annual base salary and any accrued vacation pay through the date of termination, (2) the Executive’s business expenses that have not been reimbursed by the Employer as provided below;the date of termination that were incurred by the Executive prior to the date of termination in accordance with the applicable Employer policy, and (3) the Executive’s annual bonus earned for the fiscal year immediately preceding the fiscal year in which the date of termination occurs if such bonus has been determined but not paid as of the date of termination (the sum of the amounts described in clauses (1) through (3), shall be hereinafter referred to as the “Accrued Obligations”); and (ii) an amount equal to Employee’s the product of (1) the Annual Bonus earned by the Executive with respect to the most recently completed fiscal year preceding the date of termination (the “ Reference Bonus”), and (2) a fraction, the numerator of which is the number of days in the year immediately prior to the fiscal year in which the date of termination occurs, provided that such bonus was not already paid prior to the termination date, payable in a single lump sum cash payment following occurs through the date of termination, as provided below;and the denominator of which is 365 (the “Pro Rata Bonus”); and (iii) payment of a pro-rated Target Bonus with respect the amount equal to the fiscal year product of (1) one and (2) the sum of (x) the Executive’s Annual Base Salary as in which effect immediately prior to the date of termination-and (y) the Reference bonus, provided, that in the event that such termination occursof employment is within one (1) year following a Change of Control, payable in a single lump the amount equal to the product of (1) two and (2) the sum cash payment following of (x) the Executive’s Annual Base Salary and (y) the Reference Bonus. In addition, any equity-based awards granted to the Executive, including the Restricted Shares that have been granted to the Executive as of the date of termination, as provided below; (iv) for a period shall vest and become free of eighteen (18) months following Employee’s Termination Date (restrictions immediately and any repurchase right thereon shall lapse, notwithstanding any provisions of the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal Plan to the cost contrary, including without limitation the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(sprovisions of Section 7(c) sponsored by Company covering Employee and his eligible dependents at the time of the termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable. The Termination Benefits set forth in (i), (ii), (iii), (iv) and (v) above shall be conditioned upon Employee’s compliance with Employee’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 6(g) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to receive payments under Section 6(g)(iv) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment pursuant to Section 6(b), 6(c), 6(e), or 6(f). The payment of the Termination Benefits shall be contingent upon Employee’s (or Employee’s guardian or estate, a the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any of the Accrued Obligations. The Release must be executed, and all revocation periods must have expired, within sixty (60) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day periodPlan.

Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee the Executive under this Agreement shall terminate on the date of termination of the Employment; provided, however, (a) Employee shall be entitled to receive any earned but unpaid Base Salary through the date of termination, (b) Employee shall be entitled to receive any earned but unused vacation days for the year of termination, (c) Employee shall be entitled to receive any Expenses incurred and unpaid through the date of termination, and (d) Employee’s rights Executive's employment under the Benefit Plans shall be determined under the provisions of such Benefit Plans (the amounts and rights described in clauses (a) through (d), collectively, the “Accrued Obligations”)this Agreement. Notwithstanding the foregoing, in the event of a termination of the Employment without Cause pursuant to Section 6(b), a termination of the Employment Executive's employment with the Company for Good Reason pursuant to Section 6(c), or a termination due to Employee’s Disability or death pursuant to Section 6(e) above or Section 6(f), then, subject to Section 176(g) below, the Company shall provide to Employee the Executive the following termination benefits (“"Termination Benefits”) in addition to the Accrued Obligations:"): (i) an amount equal continuation of the Executive's Salary at the rate then in effect pursuant to two (2) times Employee’s Base Salary, payable in a single lump sum cash payment following the date of termination, as provided below;Section 4(a); and (ii) an amount equal to Employee’s Annual Bonus earned in the year immediately prior to (A) a bonus for the year in which the termination occurs pro rata for the period of service in such year, based upon the bonus amount, if any, paid to the Executive pursuant to the Annual Incentive Plan described in Section 4(b) for the year preceding the year in which the termination of employment occurs, provided that such bonus was not already paid or if the termination occurs prior to the termination dateinitial determination of a bonus pursuant to the Annual Incentive Plan, payable based upon the bonus paid to the Executive by the Partnership for the year ended December 31, 1997 (such applicable amount being the "Applicable Bonus") and (B) payments at an annual rate based upon the Applicable Bonus to be paid monthly during the period set forth in a single lump sum cash payment following subsection (iv) below; and (iii) continuation of all Benefits to the extent authorized by and consistent with 29 U.S.C. ss.1161 et seq. (commonly known as "COBRA"), 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, as provided below; (iii) payment of a pro-rated Target Bonus with respect to the fiscal year in which such termination occurs, payable in a single lump sum cash payment following the date of termination, as provided below;. (iv) for a period of eighteen (18) months following Employee’s Termination Date (the “Termination Benefits Period”) in periodic installments, in accordance with the Company’s usual payroll practice as in effect from time to time, a cash payment equal to the cost the Company would have incurred had Employee continued group medical, dental, vision and/or prescription drug benefit coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering Employee and his eligible dependents at the time of the termination of employment (the “Health Coverage”) for the Termination Benefits Period; provided, however, that (A) the cost of such Health Coverage shall be determined at the same level of benefits as is generally available to similarly situated employees and is subject to any modifications made to the same coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by Company; (B) the Company shall pay the excess of the COBRA cost of such coverage over the amount that Employee would have had to pay for such coverage if he had remained employed during the Termination Benefits Period and paid the active employee rate for such coverage (the “COBRA Cost”); and (C) the time during which Employee receives the payments pursuant to this Section 6(g)(iv) shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; and (v) All unvested shares of restricted stock, stock options, or other equity awards issued to Employee by the Company, including the Market Cap Milestone Shares, shall become fully vested and exercisable. The Termination Benefits set forth in (i), (ii), (iii), (ivii)(B) and (viii) above shall be conditioned upon Employee’s compliance with Employee’s Continuing Obligations under continue effective until the later of (x) the expiration of the initial Term assuming employment of the Executive had not been terminated for the initial two-year period of this AgreementAgreement (but not including any renewals that have not yet occurred) or (y) one (1) year from the date of the termination of the Executive's employment and will include such payments for accrued vacation pay and any similar items required by law. Notwithstanding the foregoing, nothing in this Section 6(g6(d) shall be construed to affect Employee’s the Executive's right to receive COBRA continuation entirely at Employee’s the Executive's own cost to the extent that Employee the Executive may continue to be entitled to COBRA continuation after Employee’s the Executive's right to receive payments cost sharing under Section 6(g)(iv6(d)(iii) ceases. The Company and Employee agree that . (v) In the Termination Benefits paid by event of the Company to Employee under this Section 6(g) shall be in full satisfaction, compromise and release of any claims arising out of any termination of the Employment Executive's employment with the Company pursuant to Section 6(b)6(c) above any options exercisable for Class A Common Units granted to the Executive under the Executive's Equity Participation Agreement which are not vested at that time shall be deemed to have vested to the extent of fifty percent (50%) of such remaining unvested portion. In addition to the foregoing, 6(c)in the event of the termination of the Executive's employment with the Company for any reason, 6(e), or 6(f). The the Executive shall be entitled to payment of any accrued and unpaid Benefits for which the Termination Benefits shall Executive may otherwise be contingent upon Employee’s (vested or Employee’s guardian or estate, a entitled in accordance with the case may be) timely delivery as provided below of a separation agreement containing a general release of any and all claims (other than those arising or otherwise provided for under this Agreement) in a customary form reasonably satisfactory to the Company (and without any additional obligations upon Employee beyond those provided for in, or otherwise inconsistent with, this Agreement) (the “Release”), it being understood that no Termination Benefits shall be provided unless and until Employee (or Employee’s guardian or estate, a the case may be) timely executes and delivers, and does not rescind, the Release, except that the Release shall not require a waiver of any terms of the Accrued Obligations. The Release must be executed, applicable plans governing such Benefits and all revocation periods must have expired, to payment for reimbursable expenses under applicable Company policy within sixty thirty (6030) days after the date of termination of Employment, failing which such payment or benefit shall be forfeited. The Company may elect to commence payment of Termination Benefits at any time during such sixty (60)-day period; provided, however, that if such sixty (60)-day period begins in one taxable year and ends in the following taxable year, then the Company shall commence payment of Termination Benefits in the second taxable year. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment of Termination Benefits at any time during such sixty (60)-day periodtermination.