Common use of Change in Control Clause in Contracts

Change in Control. During the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control. During the TermSubject to any restrictions in that certain Merger and Share Exchange Agreement dated as of January 8, if the Employee’s employment is terminated 2014 by the Company without Cause and among Infinity Cross Border Acquisition Corporation, Gxxxx Acquisition Corporation, Gxxxx Merger Subsidiary, Inc., Gxxxx Energy Inc. (now known as provided in Section 3(dGxxxx Energy Technology Inc.) or the Employee terminates his employment for Good Reason and Infinity-C.S.V.C. Management Ltd. and that certain Termination and Release Agreement dated as provided in Section 3(e)of even date herewith by and between Executive and Gxxxx Energy Technology Inc., in either case within three (3) months prior to a Change in Control or within 18 months after the event of a Change in Control, 50 percent of Executive’s then, subject to the signing -unvested restricted shares of stock of the Separation Company will accelerate and vest in full and 50 percent of the Executive’s then-unvested options for purchase of shares of stock of the Company will accelerate, vest in full and become fully exercisable and if this Agreement is not assumed, and Release Executive’s employment is not continued, by the Employee resulting, surviving or successor entity from such Change in Control (“Successor”), and the Separation Agreement then-remaining unvested shares of restricted stock and Release becoming irrevocable unvested and fully effective, all within 60 days after options for purchase of shares of stock of the Date of Termination (or such shorter time period provided Company are not replaced with incentive grants with similar value and terms in the Separation Agreement Successor (“Replacement Grants”), or if Executive is terminated without Cause or resigns for Good Reason within 12 months of such Change in Control, then the remainder of the Executive’s restricted shares of stock of the Company and Release): options for purchase of shares of stock of the Company and all Replacement Grants, if applicable, will accelerate and immediately vest in full. The term “Change in Control” shall mean (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum sale of (A) twelve (12) months all or substantially all of the Employeeassets of the Company and its subsidiaries on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the Company’s Base Salary (outstanding equity interests are converted into or exchanged for securities of the Employeesuccessor entity and the holders of the Company’s Base Salary in effect outstanding voting power immediately prior to such transaction do not own at least a majority of the Change in Controloutstanding voting power of the successor entity immediately upon completion of such transaction, if higheror (iii) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything effective date of registration of the sale of any of its securities pursuant to the contrary Securities Act of 1933, as amended, the Company (in one or a series of transactions) effecting the issuance of voting securities to one or more persons or entities not then an affiliate of Company, resulting in shareholders of Company prior to any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as such transaction(s) not retaining at least 51 percent of the Date issued and outstanding voting securities of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to following the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodtransaction(s).

Change in Control. During the Term(i) Notwithstanding any provision contained herein, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) (other than by reason of death or the Disability), if Employee terminates his employment resigns for Good Reason as provided or in Section 3(e)the event of a Non-Renewal that results from a Non-Renewal Notice given by the Company, in either case each case, within three (3) 24 months prior to following a Change in Control or within 18 months after a Change in Control(as defined below), then, subject Employee shall be entitled to receive: A. the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher)Accrued Rights; (ii) notwithstanding anything to the contrary in any applicable option agreement or stockB. all outstanding equity and non-based award agreement, all stock options and other stock-equity based awards (including any awards or interests under the Incentive Plans) held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuationshall become fully vested as of such date; provided, then that, notwithstanding the Company shall pay to the foregoing, any awards or interests held by Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after as of the Date of Termination orunder any Incentive Plan shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested; C. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, a lump sum payment equal to the sum of (I) two (2) times Employee’s annualized Base Salary in effect on the Date of Termination (determined without regard to any reduction in Base Salary imposed by the Company in violation of Section 3(a) hereof), (II) two (2) times the average of the bonus amount(s) actually paid to Employee for the three (3) calendar years ending prior to the Date of Termination (not including any amounts paid to Employee pursuant to any of the Company’s Incentive Plans), (III) the car allowance Employee would have received pursuant to Section 3(f) of this Agreement had his employment continued for an additional two (2) years, and (IV) the matching contributions that would have been made on behalf of Employee pursuant to the Company’s 401(k) plan if laterEmployee had continued participation in such 401(k) plan for an additional two (2) years, with such lump sum payment paid as soon as practicable but no later than the earlier of (a) March 15 following the calendar year in which termination occurs or (b) 90 days following the Date of Termination; and D. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, Employee, his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company for a period of 18 months following the Date of Termination. Notwithstanding the foregoing, in the event the Company is unable to provide continued participation in the Company’s group health plans or to the extent such continued participation would subject the Company to negative tax consequences or would be provided during a period when, in the absence of the benefits provided in this Section 5(d)(i)D, Employee or his dependants would not be entitled to continuation coverage under Section 4980B of the Code, the Company will reimburse Employee for amounts necessary to enable Employee to obtain similar benefits, and any such reimbursement will be made in accordance with the provisions of Treasury Regulation § 1.409A-3(i)(1)(iv). The health care continuation coverage period under COBRA, Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the period during which continued benefits are being provided pursuant to this Section 5(d)(i)D. (ii) For purposes of this Agreement, the term “Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment ” shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.mean:

Change in Control. During the Term(i) Notwithstanding any provision contained herein, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) (other than by reason of death or the Disability), if Employee terminates his employment resigns for Good Reason as provided or in Section 3(e)the event of a Non-Renewal that results from a Non-Renewal Notice given by the Company, in either case each case, within three (3) 24 months prior to following a Change in Control or within 18 months after a Change in Control(as defined below), then, subject Employee shall be entitled to receive: A. the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher)Accrued Rights; (ii) notwithstanding anything to the contrary in any applicable option agreement or stockB. all outstanding equity and non-based award agreement, all stock options and other stock-equity based awards (including any awards or interests under the Incentive Plans) held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuationshall become fully vested as of such date; provided, then that, notwithstanding the Company shall pay to the foregoing, any awards or interests held by Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after as of the Date of Termination orunder any Incentive Plan shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested; C. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, a lump sum payment equal to the sum of (I) three (3) times Employee’s annualized Base Salary in effect on the Date of Termination (determined without regard to any reduction in Base Salary imposed by the Company in violation of Section 3(a) hereof), (II) three (3) times the average of the bonus amount(s) actually paid to Employee for the three (3) calendar years ending prior to the Date of Termination (not including any amounts paid to Employee pursuant to any of the Company’s Incentive Plans), (III) the car allowance Employee would have received pursuant to Section 3(f) of this Agreement had his employment continued for an additional three (3) years, and (IV) the matching contributions that would have been made on behalf of Employee pursuant to the Company’s 401(k) plan if laterEmployee had continued participation in such 401(k) plan for an additional three (3) years, payable as soon as practicable but no later than the earlier of (a) March 15 following the calendar year in which termination occurs or (b) 90 days following the Date of Termination; and D. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, Employee, his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company for a period of 18 months following the Date of Termination. If benefits continue pursuant to this Section 5(d)(i)D during a period when, in the absence of the benefits provided in this Section 5(d)(i)D, Employee or his dependants would not be entitled to continuation coverage under Section 4980B of the Code, Employee and his dependants shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under COBRA, Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the period during which continued benefits are being provided pursuant to this Section 5(d)(i)D. (ii) For purposes of this Agreement, the term “Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment ” shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.mean:

Change in Control. During (a) Upon the occurrence of a Change in Control (as defined in the Company’s 2010 Long Term Incentive Plan) during the Term, all unvested equity awards under the Company’s 2010 Long Term Incentive Plan or other plans of the Company as of such date shall become immediately vested, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be fully vested on the date of such Change in Control (except to the extent the terms of any such equity awards explicitly provide that accelerated vesting upon a Change in Control is not intended). In addition, if a Change in Control occurs during the Employee’s employment Term and (x) Employee is terminated by the Company without for any reason other than for Cause as provided within two years following such Change in Section 3(dControl or (y) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a two years following such Change in Control, and any such termination constitutes a separation from service (as defined in Section 5(i)), then, subject the Company shall, in addition to providing Employee with the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):Accrued Payments: (i) Pay Employee within 60 days following the Company shall pay the Employee Date of Termination, a lump sum in cash in an amount payment equal to the sum of (A) twelve (12) months of the 2.99 times Employee’s annual rate of Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if latergreater, before any reduction not consented to by Employee; plus (B) 2.99 times the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level greater of 100%; either (iii1) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company Target Performance Bonus Employee would have made been eligible to provide health insurance receive pursuant to Section 3(b) hereof for the calendar year of termination if Employee had continued performing services pursuant to this Agreement for the remainder of the calendar year of termination, or (2) an amount equal to the average Performance Bonus paid (or payable) to Employee if for the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after two calendar years preceding the Date of Termination or, if laterEmployee was employed for less than two full calendar years, for the calendar year preceding the Date of Termination; plus (ii) Pay or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of 18 months following Employee’s separation date, under COBRA, provided that Employee elects to continue and remains eligible for these benefits under COBRA; provided, that, nothing in this Section 6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the compensation due pursuant to Section 3 of this Agreement or to otherwise comply with its obligations hereunder in the event Employee’s service continues pursuant to this Agreement following the occurrence of such Change in Control; provided, howeverfurther, that if that, in the 60-day period begins event Employee is terminated simultaneously with the occurrence of a Change in one calendar year and ends in a second calendar yearControl or within two years thereof, such payment Employee shall be entitled to receive the greater of the payments or benefits provided under Section 5(b) of this Agreement and this Section 6(a), which receipt shall be conditioned upon Employee’s satisfaction of the Severance Conditions. (b) Notwithstanding anything to the contrary in this Agreement, if Employee is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Employee has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Employee from the Company and its affiliates will be one dollar ($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or commence benefits to be paid in cash hereunder in the second calendar year order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the last day Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Employee’s base amount, then Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 6(b) shall require the Company to be responsible for, or have any liability or obligation with respect to, Employee’s excise tax liabilities under Section 4999 of such 60-day periodthe Code, if any.

Change in Control. During the Term(i) Notwithstanding any provision contained herein, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) (other than by reason of death or the Disability), if Employee terminates his employment resigns for Good Reason as provided or in Section 3(e)the event of a Non-Renewal that results from a Non-Renewal Notice given by the Company, in either case each case, within three (3) 24 months prior to following a Change in Control or within 18 months after a Change in Control(as defined below), then, subject Employee shall be entitled to receive: A. the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher)Accrued Rights; (ii) notwithstanding anything to the contrary in any applicable option agreement or stockB. all outstanding equity and non-based award agreement, all stock options and other stock-equity based awards (including any awards or interests under the Incentive Plans) held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuationshall become fully vested as of such date; provided, then that, notwithstanding the Company shall pay to the foregoing, any awards or interests held by Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after as of the Date of Termination orunder any Incentive Plan shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested; C. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, a lump sum payment equal to the sum of (I) two (2) times Employee’s annualized Base Salary in effect on the Date of Termination (determined without regard to any reduction in Base Salary imposed by the Company in violation of Section 3(a) hereof), (II) two (2) times the average of the bonus amount(s) actually paid to Employee for the three (3) calendar years ending prior to the Date of Termination (not including any amounts paid to Employee pursuant to any of the Company’s Incentive Plans), (III) the car allowance Employee would have received pursuant to Section 3(f) of this Agreement had his employment continued for an additional two (2) years, and (IV) the matching contributions that would have been made on behalf of Employee pursuant to the Company’s 401(k) plan if laterEmployee had continued participation in such 401(k) plan for an additional two (2) years, payable as soon as practicable but no later than the earlier of (a) March 15 following the calendar year in which termination occurs or (b) 90 days following the Date of Termination; and D. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, Employee, his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company for a period of 18 months following the Date of Termination. If benefits continue pursuant to this Section 5(d)(i)D during a period when, in the absence of the benefits provided in this Section 5(d)(i)D, Employee or his dependants would not be entitled to continuation coverage under Section 4980B of the Code, Employee and his dependants shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under COBRA, Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the period during which continued benefits are being provided pursuant to this Section 5(d)(i)D. (ii) For purposes of this Agreement, the term “Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment ” shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.mean:

Change in Control. During (i) If within twelve (12) months after the Termoccurrence of the first event constituting a Change in Control, if the EmployeeExecutive’s employment is terminated by the Company without Cause as provided defined in Section 3(d) 1 or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e)1, in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) then the Company shall pay the Employee Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) twelve (12) months of the EmployeeExecutive’s current Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one Executive’s highest annual incentive compensation under the Company’s Executive Bonus Incentive Plan in the three (13) times immediately preceding fiscal years, excluding any sign-on bonus, retention bonus or any other special bonus. Such lump sum cash payment shall be paid to Executive within thirty (30) days following the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);Date of Termination; and (ii) notwithstanding Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Change in Control, all stock options and other stock-based awards held granted to Executive by the Employee Parent shall immediately accelerate and become fully exercisable or nonforfeitable non-forfeitable as of the effective date of such Change in Control. In addition, all restricted stock units held by the Executive pursuant to the Management Stock Purchase Plan shall become fully vested upon a Change of Control and the Executive shall be entitled to receive the shares of stock represented by such restricted stock units. Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms, provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted; and (iii) If the Executive is otherwise eligible for participation in the Company’s Supplemental Executive Retirement Plan (“SERP”), the Executive shall be fully vested in his accrued benefit under the SERP as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the CompanyTermination; and (iv) The amounts payable under Section 5(a)(iCompany shall, for a period of one (1) and (iii) shall be paid or commence to be paid within 60 days after year commencing on the Date of Termination orTermination, if laterpay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to continue to receive health insurance coverage substantially similar to the Change in Control; provided, however, that if coverage they received prior to the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day Date of such 60-day periodTermination.

Change in Control. During the Term, (a) Should there occur a Change in Control (as defined below) and if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a or thirteen (13) months following the Change in Control either (i) Executive’s employment under this Agreement is terminated without Cause or (ii) Executive resigns his employment as a result of an event constituting a Constructive Termination, then, in exchange for executing and delivering the Transition Agreement, and subject to the terms of the Transition Agreement except as otherwise provided in this Section 4.5(a), Executive shall be entitled to all of the benefits set forth therein, except that (1) in addition to the amount of the payment described in paragraph 5(a) of the Transition Agreement, Executive shall be entitled to an additional amount equal to fifty percent (50%) of Executive’s annual Base Salary at the highest annual Base Salary rate in effect at any time during the term of this Agreement (the “Highest Base Salary”), which amount shall be paid at the same time as the payment under such paragraph 5(a); (2) in addition to the amount of the payment described in paragraph 6(a) of the Transition Agreement, Executive shall be entitled to an additional amount equal to thirty seven and one half percent (37.5%) of Executive’s Highest Base Salary; and (3) in lieu of the acceleration described in paragraph 4(a) of the form of Transition Agreement attached hereto, all unvested equity compensation awards (including stock options, restricted stock, and restricted stock units) that are outstanding and held by Executive on the Transition Commencement Date shall immediately vest and become exercisable in full on the Transition Commencement Date, provided, that, if Executive’s termination of employment without Cause or by reason of Constructive Termination occurs within 18 three months after prior to a Change in Control, then, subject any unvested equity compensation awards that do not vest on the Transition Commencement Date shall vest in full immediately prior to the signing effective time of the Separation Agreement and Release by Change in Control. Any acceleration of vesting pursuant to this Section 4.5(a) shall have no effect on any other provisions of the Employee and equity compensation awards or the Separation Agreement and Release becoming irrevocable and fully effectiveplans governing such awards. (b) For purposes of this Section 4.5, all within 60 days after a Change in Control shall be deemed to occur upon the Date consummation of Termination (or such shorter time period provided in any one of the Separation Agreement and Release):following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company shall pay or a corporation owned directly or indirectly by the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months stockholders of the EmployeeCompany in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s Base Salary then outstanding voting securities or any “person” acquires (or has acquired during the Employee’s Base Salary in effect immediately prior to 12-month period ending on the Change in Control, if higherdate of the most recent acquisition by such person) plus ownership of securities of the Company representing thirty percent (B30%) one (1) times or more of the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);total voting power; or (ii) notwithstanding anything to during any period of two consecutive years, individuals who at the contrary in beginning of such period constitute the Board and any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held new director whose election by the Employee shall immediately accelerate and become fully exercisable Board or nonforfeitable as nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Date directors then still in office who either were directors at the beginning of Termination the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Company’s group health plan voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the Date surviving entity) at least 80% of Termination and elects COBRA health continuation, then the total voting power represented by the voting securities of the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Companysuch surviving entity outstanding immediately after such merger or consolidation; andor (iv) The amounts payable under Section 5(a)(i) and the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in transaction or a second calendar year, such payment shall be paid series of transactions) of all or commence to be paid in substantially all of the second calendar year by the last day of such 60-day periodCompany’s assets.

Change in Control. During the Term, if within 12 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his the Executive’s employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):Termination: (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to one times the sum of (A) twelve (12) months of the EmployeeExecutive’s then current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the EmployeeExecutive’s Target Annual Incentive Compensation (or target annual incentive compensation for the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);then-current year; and (ii) notwithstanding anything to the contrary except as otherwise expressly provided in any applicable option agreement or other stock-based award agreement, effective as of the later of (i) the Date of Termination, or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), all stock options and other stock-based awards held by the Employee Executive that are subject to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as nonforfeitable. Notwithstanding anything to the contrary in the applicable plans and/or award agreements governing the Time-Based Equity Awards any termination or forfeiture of unvested shares underlying the Time-Based Equity Awards that could vest pursuant to this Section 5(a)(ii) and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent the Time-Based Equity Awards do not vest pursuant to this Section 5(a)(ii). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination or, if later, and the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%;Accelerated Vesting Date; and (iii) if the Employee was participating Executive properly elects to receive benefits under COBRA, 12 months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health plan coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination and elects COBRA health continuationfor a period of 12 months. For the avoidance of doubt, then the Company shall pay to the Employee a monthly cash payment taxable payments described above may be used for twelve (12) months or the Employee’s COBRA health any purpose, including, but not limited to, continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Companycoverage under COBRA; and (iv) The amounts payable under Section Sections 5(a)(i) and (iii) ), to the extent taxable, shall be paid or commence to be paid on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period.

Change in Control. During In the event that a change in control occurs, as defined in Section 409A of the Internal Revenue Code and the guidance and regulations issued thereunder (a “Change in Control”), then: (i) If, during the Term, if the and within three (3) months before or twelve (12) months after such a Change in Control, Employee’s employment is terminated by the Company Company, without Cause as provided defined in Section 3(d6(c), Employee shall thereupon be entitled, (A) or to receive a “Change in Control Payment” equal to the Employee terminates his employment for Good Reason as provided amount described in Section 3(e6(e), payable in either case the manner and subject to the Delayed Payment Period described therein; (B) to receive twelve months of COBRA coverage (while employee remains eligible) paid for by the Company, and (C) to have all unvested stock options and shares of restricted stock, if any, then held by Employee fully vest, as of the date of separation from service; provided that all vested stock options shall be exercisable by Employee, subject in any event to the provisions of the particular Company plan or program pursuant to which the stock options were granted and to the terms of the actual stock option agreement and option, only during the ninety (90) day period following separation from service. (ii) If within three (3) months prior to a Change in Control before or within 18 twelve (12) months after such a Change in Control, thenEmployee’s compensation or his functional responsibilities are materially reduced, Employee may in such event, by written notice, elect to voluntarily terminate his employment, and Employee shall thereupon be entitled, in lieu of any payments to which he might otherwise be entitled by reason of the application of Section 6(d): (A) to receive a Change in Control Payment equal to the amount described in Section 6(e), payable in the manner and subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):Delayed Payment Period described therein; (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one to receive twelve months of COBRA coverage (1while employee remains eligible) times paid for by the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in ControlCompany, if higher);and (iiC) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, have all unvested stock options and other shares of restricted stock-based awards , if any, then held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable vest, as of the Date date of Termination or, if later, the Change in Control and any performance criteria applicable to such separation from service; provided that all vested stock options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating exercisable by Employee, subject in the Company’s group health plan immediately prior any event to the Date provisions of Termination the particular Company plan or program pursuant to which the stock options were granted and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve terms of the actual stock option agreement and option, only during the ninety (1290) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodfollowing separation from service.

Change in Control. During (a) In the Termevent of a Change in Control (as defined herein) of the Company, if (i) all stock options, restricted stock, and all other equity awards granted to Executive prior to the Employee’s employment is terminated by the Company without Cause as provided Change in Section 3(dControl will immediately vest in full, (ii) or the Employee terminates his employment for Good Reason as provided in Section 3(e)if, in either case within three (3) months 90 days prior to a Change in Control Control, the Company terminates the employment of Executive for reasons other than for Good Cause, death or within 18 months after a Change in ControlContinued Disability, or Executive terminates employment for Good Reason, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall will (x) pay the Employee a lump sum in cash in an amount equal to Executive the sum of (A) twelve accrued but unpaid salary through the termination date (12) months paid in accordance with the normal practices of the Employee’s Base Salary Company), (or the Employee’s Base Salary in effect immediately B) expenses incurred by Executive prior to his termination date for which Executive is entitled to reimbursement under (and paid in accordance with) Section 4 herein, and (C) provided that Executive is not in default of his obligations under Section 7, 8, or 9 herein, an amount equal to twelve months’ base salary ((A) through (C), being hereinafter referred to, collectively, as the “Change in Control Separation Benefits”) and (y) provide the COBRA Coverage, and all other stock options, restricted stock, and other equity awards granted to Executive will immediately vest in full as of the date of termination and will remain exercisable until the earlier of the end of the applicable option period or one hundred and eighty (180) days from the date of Executive’s termination of employment, and (iii) if, within 12 months following a Change in Control, if higherthe Company terminates the employment of Executive for reasons other than for Good Cause, death or Continued Disability or Executive terminates employment for Good Reason, then (a) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, Company will provide the Change in Control Separation Benefits and any performance criteria the COBRA Coverage, and (b) all stock options, restricted stock, and other equity awards granted to Executive will immediately vest in full as of the date of termination and will remain exercisable until the earlier of the end of the applicable option period or one hundred and eighty (180) days from the date of Executive’s termination of employment. In the event Executive seeks to terminate his employment for Good Reason, such options or awards shall termination will not be deemed satisfied at treated for purposes of this Section 13 as a level termination for Good Reason unless Executive provides the Company with notice of 100%; (iii) if the Employee was participating in existence of the condition claimed to constitute Good Reason within 90 days of the initial existence of such condition and the Company fails to remedy such condition within 30 days following the Company’s group health plan immediately prior to the Date receipt of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; andsuch notice. (ivb) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date For purposes of Termination orthis Agreement, if later, the “Change in Control; provided, however, that if ” means any of the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.following events:

Change in Control. During the Term, if the Employee(a) If Employer Group terminates this Agreement and Executive’s employment is terminated by under this Agreement Without Cause, or if Executive terminates this Agreement and Executive’s employment under this Agreement For Good Reason, within one (1) year after the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to occurrence of a Change in Control or within 18 months after a Change (as defined below), Executive shall be entitled to receive, in Controladdition to the Final Compensation and Severance Benefits in Sections 8 and 9 above, then, but subject to the signing of limitations contained in Section 11(b) below, the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination following (or such shorter time period provided in the Separation Agreement and Release“Change In Control Severance Benefits”): (i) the Company shall pay the Employee a A lump sum in cash payment in an amount equal to the sum of (Aa) twelve (12) months of the EmployeeExecutive’s Base Salary for the calendar year in which the Termination Date occurs and (or b) the Employee’s Base Salary average cash Performance Bonus paid to Executive in effect the three (3) complete calendar years immediately prior to preceding the Change calendar year in Control, if higher) plus (B) one (1) times which the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);Termination Date occurs. (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash A lump sum payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that COBRA premium for coverage for Executive and his dependents for a period of one (1) year. (b) The Change In Control Severance Benefits shall be paid on the Company would have made to provide health insurance same date as the first Severance Pay installment payment as set forth in Section 9(a)(i) above, but in any event no later than March 15 of the calendar year after the calendar year in which the Termination Date occurs. (c) For purposes of this Agreement, (“Change In Control”) means the occurrence of one of the following: (i) One person (or more than one person acting as a group) acquires ownership of stock of Yadkin Financial or Yadkin Bank that, together with the stock already held by such person(s), brings the total amount of stock owned by such person(s) above fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation; (ii) One person (or more than one person acting as a group) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition) ownership of stock of Yadkin Financial or Yadkin Bank possessing thirty percent (30%) or more of the total voting power of the stock of such corporation; (iii) A majority of the members of the Board of Directors of Yadkin Financial, or Yadkin Bank are replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority (or alternative larger portion) of the members of such Board prior to the Employee if date of the Employee had remained employed by the Companyappointment or election; andor (iv) The amounts payable sale of all or substantially all of the assets of Yadkin Financial or Yadkin Bank. (v) Notwithstanding the foregoing, a change in control which results from the issuance or transfer of shares in connection with obtaining new financing, reorganizations, or acquisitions shall not constitute a Change In Control for purposes of this Agreement. In addition, a transaction, the result of which is to transfer all or substantially all of the assets of Yadkin Financial, or Yadkin Bank to an Affiliate (as defined herein) shall not constitute a Change In Control for purposes of this Agreement. As used in this Agreement, (“Affiliate”) means, with respect to a party, any entity that controls or is controlled by such party, or is under common control by or with such party. An entity shall be deemed to control another entity if it owns or controls, directly or indirectly, at least fifty percent (50%) of the voting equity of another entity. (vi) Notwithstanding the foregoing, a Change In Control shall not occur unless such transaction constitutes a change in the ownership of Yadkin Financial or Yadkin Bank; a change in effective control of Yadkin Financial or Yadkin Bank; or a change in the ownership of a substantial portion of the assets of Yadkin Financial or Yadkin Bank under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.409A.

Change in Control. During the Term, if within 24 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effectiveirrevocable, all within 60 30 days after the Date of Termination, (i) the Executive shall receive a lump-sum amount equal to two times the sum of (A) the Executive’s Base Salary plus (B) the Executive’s Average Incentive Compensation (as defined in Section 4(b)(i)); (ii) the Executive shall receive (x) a pro-rated portion of the annual incentive compensation payable under Section 2(b), based upon the number of days in the year of termination through the Date of Termination relative to 365 and the target annual incentive compensation in the year the Date of Termination occurs and (y) to the extent that any annual incentive compensation payable under Section 2(b) with respect to any completed fiscal year has not been paid as of the Date of Termination, the actual incentive compensation payable with respect to such year; and (iii) full vesting of all Company, Employer or any of its or their affiliates’ equity awards that are subject to time-based vesting, effective as of the date that is 30 days following Date of Termination. Accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the plan governing particular equity awards, as in effect at the time such equity awards were granted, or an award agreement governing a particular equity award. Any termination or forfeiture of unvested equity awards eligible for acceleration of vesting pursuant to this section that otherwise would have occurred on or within 30 days after the Date of Termination (or such shorter time period provided in will be delayed until the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of 30th day after the Date of Termination or(but, if laterin the case of any stock option, not later than the Change expiration date of such stock option specified in Control the applicable option agreement) and will occur only to the extent such equity awards do not vest pursuant to this section. Notwithstanding the vesting schedule with respect to any performance criteria applicable to such options or awards equity awards, no additional vesting shall be deemed satisfied at a level occur during this 30-day period following the Date of 100%;Termination; and (iiiiv) if the Employee Executive was participating in the Company’s group health plan and dental plans immediately prior to the Date of Termination and elects COBRA health continuationTermination, then the Company Executive shall pay to the Employee receive a monthly lump-sum cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health and dental insurance to the Employee Executive if the Employee Executive had remained employed by the CompanyCompany for 18 months; and (ivv) The the amounts payable under Section Sections 5(a)(i), (ii) and (iiiiv) shall be paid or commence to be paid out in a lump-sum within 60 30 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 6030-day period begins in one calendar year and ends in a second calendar year, such payment amounts shall be paid or commence to be paid in the second calendar year by the last day of such 6030-day period.

Change in Control. During (a) If a Change in Control (as defined in the Term, if Company’s 2010 Long Term Incentive Plan) occurs during the Employee’s employment Term and (x) Employee is terminated by the Company without for any reason other than for Cause as provided within two years following such Change in Section 3(dControl or (y) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a two years following such Change in Control, and any such termination constitutes a separation from service (as defined in Section 5(i)), then, subject the Company shall, in addition to providing Employee with the signing of the Separation Agreement and Release by the Accrued Payments, pay Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after following the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):Termination: (iiii) the Company shall pay the Employee a A lump sum in cash in an amount payment equal to the sum of (A) twelve (12) months of the 2.99 times Employee’s annual rate of Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if latergreater, before any reduction not consented to by Employee; plus (B) 2.99 times the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level greater of 100%; either (iii1) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company Target Performance Bonus Employee would have made been eligible to provide health insurance receive pursuant to Section 3(b) hereof for the calendar year of termination if Employee had continued performing services pursuant to this Agreement for the remainder of the calendar year of termination, or (2) an amount equal to the average Performance Bonus paid (or payable) to Employee if for the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after two calendar years preceding the Date of Termination or, if laterEmployee was employed for less than two full calendar years, for the calendar year preceding the Date of Termination; plus (iv) A lump sum amount equal to 18 months’ worth of the monthly premium payment to continue Employee’s existing group health care coverage calculated under the applicable provisions of COBRA as of the Date of Termination, whether or not Employee actually elects such continuation coverage; plus (v) All unvested equity awards under the Company’s 2010 Long Term Incentive Plan or other plans of the Company as of such date shall become immediately vested, such that all remaining unvested equity awards shall be fully vested on the Date of Termination; provided, that, nothing in this Section 6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the compensation due pursuant to Section 3 of this Agreement or to otherwise comply with its obligations hereunder in the event Employee’s service continues pursuant to this Agreement following the occurrence of such Change in Control; provided, howeverfurther, that if that, in the 60-day period begins event Employee is terminated simultaneously with the occurrence of a Change in one calendar year and ends Control or within two years following such Change in a second calendar yearControl, such payment Employee shall be paid entitled to receive the greater of the payments or commence to benefits provided under Section 5(b) of this Agreement and this Section 6(a), which receipt shall be paid in conditioned upon Employee’s satisfaction of the second calendar year by the last day of such 60-day periodSeverance Conditions.

Change in Control. During the Term, if within three months prior to a Change in Control through 24 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his her employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided frame set forth in the Separation Agreement and Release):, (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to to: (A) 2.0 times the sum of (A1) twelve (12) months of the EmployeeExecutive’s then current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (2) the Executive’s target annual incentive compensation for the then-current year; and (B) one (1) times the Employee’s Target Annual Incentive Compensation (or Amount; provided that the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);amount shall be pro-rated based on target performance; and (ii) notwithstanding anything to the contrary except as otherwise expressly provided in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Employee that are subject to time-based vesting shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination orTermination; provided, if laterhowever, the Change in Control and accelerated vesting of any performance criteria applicable such equity awards that are subject to such options or awards performance-based vesting shall be deemed satisfied at subject to the terms and conditions of the award agreement governing a level of 100%;particular equity award; and (iii) if the Employee Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuationTermination, then the Company shall pay to the Employee a monthly lump sum in cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to 24 months of the monthly employer contribution that the Company would have made to provide health insurance to the Employee Executive if the Employee Executive had remained employed by the Company; and (iv) The the amounts payable under this Section 5(a)(i) and (iii5(a) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control. During the Term, if within three months prior to a Change in Control through 24 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided frame set forth in the Separation Agreement and Release):, (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to to: (A) 2.0 times the sum of (A1) twelve (12) months of the EmployeeExecutive’s then current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (2) the Executive’s target annual incentive compensation for the then-current year; and (B) one (1) times the Employee’s Target Annual Incentive Compensation (or Amount; provided that the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);amount shall be pro-rated based on target performance; and (ii) notwithstanding anything to the contrary except as otherwise expressly provided in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Employee that are subject to time-based vesting shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination orTermination; provided, if laterhowever, the Change in Control and accelerated vesting of any performance criteria applicable such equity awards that are subject to such options or awards performance-based vesting shall be deemed satisfied at subject to the terms and conditions of the award agreement governing a level of 100%;particular equity award; and (iii) if the Employee Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuationTermination, then the Company shall pay to the Employee a monthly lump sum in cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to 24 months of the monthly employer contribution that the Company would have made to provide health insurance to the Employee Executive if the Employee Executive had remained employed by the Company; and (iv) The the amounts payable under this Section 5(a)(i) and (iii5(a) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control. During (i) If within twelve (12) months after the Termoccurrence of the first event constituting a Change in Control, if the Employee’s Executive's employment is terminated by the Company without Cause as provided defined in Section 3(d) 1 or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e)1, in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) then the Company shall pay the Employee Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) twelve (12) months of the Employee’s Executive's current Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one Executive's highest annual incentive compensation under the Company's Executive Bonus Incentive Plan in the three (13) times immediately preceding fiscal years, excluding any sign-on bonus, retention bonus or any other special bonus. Such lump sum cash payment shall be paid to Executive within thirty (30) days following the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);Date of Termination; and (ii) notwithstanding Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Change in Control, all stock options and other stock-based awards held granted to Executive by the Employee Parent shall immediately accelerate and become fully exercisable or nonforfeitable non-forfeitable as of the effective date of such Change in Control. In addition, all restricted stock units held by the Executive pursuant to the Management Stock Purchase Plan shall become fully vested upon a Change of Control and the Executive shall be entitled to receive the shares of stock represented by such restricted stock units. Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms, provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted; and (iii) If the Executive is otherwise eligible for participation in the Company's Supplemental Executive Retirement Plan ("SERP"), the Executive shall be fully vested in his accrued benefit under the SERP as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the CompanyTermination; and (iv) The amounts payable under Section 5(a)(iCompany shall, for a period of one (1) and (iii) shall be paid or commence to be paid within 60 days after year commencing on the Date of Termination orTermination, if laterpay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to continue to receive health insurance coverage substantially similar to the Change in Control; provided, however, that if coverage they received prior to the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day Date of such 60-day periodTermination.

Change in Control. During the Term, if within 12 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company Employers without Cause as provided in Section 3(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effectiveirrevocable, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):Termination, (i) the Company Employers shall pay the Employee Executive a lump sum in cash in an amount equal to two times the sum of (A) twelve (12) months of the EmployeeExecutive’s current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the EmployeeExecutive’s Target Annual Average Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);Compensation; and (ii) the Employers shall pay the Executive his Pro-Rata Bonus; and (iii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards with time-based vesting held by the Employee Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such all stock options or and other stock-based awards with performance-based vesting shall remain outstanding and shall be deemed satisfied at a level of 100%;earned as provided in the award agreements; and (iiiiv) if the Employee Executive was participating in the Company’s Employers’ group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company Employers shall pay to the Employee Executive a monthly cash payment for twelve (12) 18 months or the EmployeeExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company Employers would have made to provide health insurance to the Employee Executive if the Employee Executive had remained employed by the CompanyEmployers; and (ivv) The amounts payable under this Section 5(a)(i) and (iiiii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control. During the Term(i) Notwithstanding any provision contained herein, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) (other than by reason of death or the Disability), if Employee terminates his employment resigns for Good Reason as provided or in Section 3(e)the event of a Non-Renewal that results from a Non-Renewal Notice given by the Company, in either case each case, within three (3) 24 months prior to following a Change in Control or within 18 months after a Change in Control(as defined below), then, subject Employee shall be entitled to receive: A. the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher)Accrued Rights; (ii) notwithstanding anything to the contrary in any applicable option agreement or stockB. all outstanding equity and non-based award agreement, all stock options and other stock-equity based awards (including any awards or interests under the Incentive Plans) held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuationshall become fully vested as of such date; provided, then that, notwithstanding the Company shall pay to the foregoing, any awards or interests held by Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after as of the Date of Termination orunder any Incentive Plan shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested; C. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, a lump sum payment equal to the sum of (I) three (3) times Employee’s annualized Base Salary in effect on the Date of Termination (determined without regard to any reduction in Base Salary imposed by the Company in violation of Section 3(a) hereof), (II) three (3) times the average of the bonus amount(s) actually paid to Employee for the three (3) calendar years ending prior to the Date of Termination (not including any amounts paid to Employee pursuant to any of the Company’s Incentive Plans), (III) the car allowance Employee would have received pursuant to Section 3(f) of this Agreement had his employment continued for an additional three (3) years, and (IV) the matching contributions that would have been made on behalf of Employee pursuant to the Company’s 401(k) plan if laterEmployee had continued participation in such 401(k) plan for an additional three (3) years, with such lump sum payment paid as soon as practicable but no later than the earlier of (a) March 15 following the calendar year in which termination occurs or (b) 90 days following the Date of Termination; and D. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, Employee, his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company for a period of 18 months following the Date of Termination. Notwithstanding the foregoing, in the event the Company is unable to provide continued participation in the Company’s group health plans or to the extent such continued participation would subject the Company to negative tax consequences or would be provided during a period when, in the absence of the benefits provided in this Section 5(d)(i)D, Employee or his dependants would not be entitled to continuation coverage under Section 4980B of the Code, the Company will reimburse Employee for amounts necessary to enable Employee to obtain similar benefits, and any such reimbursement will be made in accordance with the provisions of Treasury Regulation § 1.409A-3(i)(1)(iv). The health care continuation coverage period under COBRA, Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the period during which continued benefits are being provided pursuant to this Section 5(d)(i)D. (ii) For purposes of this Agreement, the term “Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment ” shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.mean:

Change in Control. During the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d3(c) or the Employee terminates his employment for Good Reason as provided in Section 3(e3(d), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all time-based stock options and other time-based stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%Termination; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control. During If within 12 months following the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after effective date of a Change in Control, (a) the Company terminates the Executive’s employment without Just Cause; or (b) the Executive resigns from their employment with the Company for Good Reason, effective immediately, by providing the Company with a Notice of Termination specifying the basis for this resignation, then, (c) in addition to the ESA Entitlement and payment of the Accrued Benefits, and in lieu of paying the Executive the Severance Amount pursuant to section 5 (if applicable), subject to the signing of Executive first providing the Separation Agreement and Company with an executed Release by pursuant to section 4(e), the Employee and Company shall pay to the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after Executive an amount (the Date of Termination (or such shorter time period provided “Change in the Separation Agreement and Release):Control Severance Amount”) as follows: (i) the Company shall pay the Employee a lump sum in cash in an amount equal to 12 months’ Base Salary less an amount equal to the sum of ESA Entitlement provided by the Company to the Executive; plus (Aii) twelve (12) months an amount equal to the average of the Employee’s Base Salary (or actual annual bonus payments, if any, made to the Employee’s Base Salary in effect immediately prior Executive from the previous 3 calendar years preceding the Date of Termination, pro-rated for the then current calendar year up to and including the Date of Termination. The Company shall pay the Change in ControlControl Severance Amount within 5 business days of the date that the Company receives the signed Release as per section 4(e) of this Agreement, if higher) plus (B) one (1) times provided that the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation Company, in effect immediately prior to its sole discretion, may pay the Change in ControlControl Severance Amount by way of one or more lump sum payments, if higher);by way of salary continuance or by a combination of both; and (iid) notwithstanding anything to the contrary in any applicable option agreement Option Agreement or stock-based award agreement, all stock options Options and other stock-based awards held by the Employee Executive shall immediately accelerate accelerate, vest, and become fully exercisable or nonforfeitable non-forfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodthis section 7.

Change in Control. During Notwithstanding Section 2 of this Agreement, this Section 3 shall apply if, within twenty-four (24) months immediately following a Change in Control, the Term, if the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d(and other than by reason of death, Disability or retirement) or the Employee Executive terminates his employment with the Company for Good Reason as provided Reason, the Executive shall be entitled to the benefits set forth in Section 3(e)4. (a) payment of his base salary, in either case within three (3) months prior accordance with the Company’s regular payroll practices, for a one year period commencing on his termination date, such salary to be paid at a Change in Control or within 18 months after a Change in Controlrate equal, thenon an annualized basis, subject to the signing greater of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary his annual base salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (Control or the Employee’s Target Annual Incentive Compensation his annual base salary in effect immediately prior to the Change in Controltermination of employment, if higher); provided, however, (i) no such payments shall be made until the earlier of (A) six months and one day following the termination date or (B) the earliest date as of which such payments may begin without penalty pursuant to Section 409A(a)(2) of the U.S. Internal Revenue Code of 1986 (the “Code”) and (ii) notwithstanding anything all such payments that are deferred pursuant to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; clause (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iiii) shall be paid or commence in the aggregate on the first day that such payments may be made pursuant to clause (i). For purposes of this subsection, the term “base salary” shall include shall include bonuses which shall be computed by averaging the last two annual bonuses (annualizing bonuses with respect to a partial year), if any; (b) continued participation in the benefits in effect for Executive as of the date of termination, subject to the terms and conditions of the respective plans and applicable law, for a period of one year following the termination date; provided that to the extent that the Company’s plans, programs and arrangements do not permit such continuation of Executive’s participation following his termination, the Company shall provide the Executive with an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid within 60 days after the Date of Termination or, if later, the Change quarterly in Controladvance; provided, further, however, that if the 60Executive becomes employed by another employer and is eligible to receive medical or other welfare benefits under another employer-day period begins in one calendar year and ends in a second calendar yearprovided plan, such payment shall be paid or commence the Executive’s entitlement to be paid participate in the second calendar year Company’s medical or other welfare benefit plans or to receive such alternate payments shall, to the extent such medical or welfare benefits are offered by the last day other employer, cease as of the date the Executive is eligible to participate in such 60plans, and the Executive shall notify the Company of his eligibility under such other plans. (c) reasonable costs of an out-day periodplacement service used by the Executive for a period not to exceed one year following termination of employment.

Change in Control. During (a) In the Term, if event (i) a Change in Control of AAR CORP. occurs and (ii) (A) at any time during the Employee’s employment is terminated by 18 month period commencing on the date of the Change in Control the Company without terminates Employee's employment for other than Cause as provided in Section 3(d) or the Disability, or Employee terminates his Employee's employment for Good Reason as provided in Section 3(e)Reason, in either case within three by written notice to the other party (3including the particulars thereof), and having given the other party the opportunity to be heard with respect thereto, or (B) months prior to a Change in Control Employee's employment with the Company terminates for any reason other than Disability or within death during the 30 day period commencing on the expiration of the aforementioned 18 months after a Change in Controlmonth period, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):: (i1) the The Company shall promptly pay the Employee to Employee, in a lump sum in sum, a cash payment in an amount equal to the sum of (A) twelve all base salary earned through the date of termination, (12B) months any annual cash bonus earned by Employee for the fiscal year of the Company most recently ended prior to the date of termination to the extend unpaid on the date of termination, (C) a prorata portion of the annual cash bonus, including the value of any restricted stock grant in lieu of annual cash bonus, Employee would have earned had Employee been employed by the Company on the last day of the fiscal year in which the date of termination occurs (as if all performance targets have been met or, in the event the bonus is of the "discretionary" type, the bonus shall be based on a percentage of base salary which is not less than percentage of base salary received as bonus for the preceding fiscal year) that is applicable to the period commencing on the first day of such fiscal year and ending on the date of termination, and (D) any and all other benefits and amounts earned by Employee prior to the date of termination to the extent unpaid, all subject to applicable withholding. (2) The Company shall promptly pay to Employee in a lump sum, a cash payment in an amount equal to three times Employee’s Base Salary 's total compensation (base salary plus annual cash bonus) for either the fiscal year of the Company most recently ended prior to the date of termination, or the preceding fiscal year, whichever is the highest total compensation, subject to applicable withholding. Employee may elect to take payment of any amounts on a schedule of Employee’s Base Salary 's own choosing; provided that such schedule shall be completed no later than three years from the date of Employee's termination of employment. (3) Employee and Employee's dependents shall continue to be covered by, and receive employee welfare and executive fringe benefits (including but not limited to medical, dental, life, accident and disability insurance available to officers of the Company and additional executive retirement and other fringe benefits approved by the President and CEO of the Company) in effect accordance with the terms of the Company's benefit plans and executive fringe benefit programs, for three years following the date of termination, and at no less than the levels Employee and Employee's dependents were receiving immediately prior to the Change in Control, if higher) plus (B) one (1) times the . Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior 's dependents shall be entitled to continued benefits coverage pursuant to the Change preceding sentence for the balance of such three year period in Controlthe event of Employee's death during such period. The period during which Employee and Employee's dependents are entitled to continuation of group health plan coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, if higher);as amended, and Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall commence on the date next following the expiration of the aforementioned three year period. (ii4) notwithstanding anything Employee shall receive an additional retirement benefit, over and above that which Employee would normally be entitled to under the Company's retirement plans or programs applicable to Employee, equal to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as actuarial equivalent of the Date additional amount that Employee would have earned under such retirement plans or programs had Employee accumulated three additional continuous years of Termination or, if later, service. Such amount shall be paid to Employee in a cash lump sum payment on the earlier to occur of Employee's termination of employment following a Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at Employee's Retirement Date, together with a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, gross-up bonus in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the any federal, state and local income taxes and excise taxes (including FICA and any similar taxes) payable by Employee if the Employee had remained employed by the Company; andon such lump sum payment and such gross-up bonus. (iv5) The amounts payable under Section 5(a)(iCompany, at its expense, shall provide Employee with outplacement services of a nationally recognized outplacement firm of the Employee's choosing until the earlier of (a) and the Employee's attainment of employment, or (iiib) shall be paid or commence to be paid within 60 days after the Date date eighteen (18) months from the date of Termination or, if later, the Change in ControlEmployee's termination of employment; provided, however, that if the 60-day period begins cost of such outplacement services shall not exceed 3.5% of the cash payment due to Employee pursuant to subsection 7(a)(2) above. (6) The amounts paid to Employee under this Change in one calendar year and ends in a second calendar year, such payment Control provision applicable to Employee shall be paid considered severance pay in consideration of past service Employee has rendered to the Company and in consideration of Employee's continued service from the date hereof to entitlement of those payments. (b) In the event that a Change in Control occurs, whether or commence to be paid not such Change in Control has the prior written approval of a majority of the Continuing Directors (as defined in the second calendar year by AAR CORP. Stock Benefit Plan), and notwithstanding any conditions or restrictions related to any Award granted to Employee under the last day Plan, all Options or Limited Rights, or both, granted to Employee under the Plan will become immediately exercisable and remain exercisable for the full remaining life of such 60-day periodthe option whether or not Employee's employment continues, and all restrictions on Restricted Stock granted to Employee under the Plan will immediately lapse. (c) For purposes of this Agreement

Change in Control. During (i) If within twelve (12) months after the Termoccurrence of the first event constituting a Change in Control, if the EmployeeExecutive’s employment is terminated by the Company without Cause as provided defined in Section 3(d) 1 or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e)1, in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) then the Company shall pay the Employee Executive a lump sum in cash in an amount equal to two (2) times the sum of (A) twelve (12) months of the EmployeeExecutive’s current Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one Executive’s current target annual incentive compensation under the Company’s Executive Bonus Incentive Plan (1“Target Bonus Opportunity”). Such lump sum cash payment shall be paid to Executive within thirty (30) times days following the Employeedate of termination of Executive’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);employment; and (ii) notwithstanding Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, and except as set forth in paragraph (iii) below regarding the performance-based stock option award granted to Executive in connection with the commencement of his employment with the Company, upon a Change in Control, all stock options and other stock-based awards held granted to Executive by the Employee Company shall immediately accelerate and become fully exercisable or nonforfeitable non-forfeitable as of the Date effective date of Termination or, if later, the such Change in Control. In addition, all restricted stock units held by the Executive pursuant to the Management Stock Purchase Plan shall become fully vested upon a Change of Control and the Executive shall be entitled to receive the shares of stock represented by such restricted stock units. Executive shall also be entitled to any performance criteria applicable other rights and benefits with respect to stock-related awards, to the extent and upon the terms, provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards shall be deemed satisfied at a level of 100%;were granted; and (iii) if With respect to the Employee was participating performance-based stock option award granted to Executive in connection with the commencement of his employment with the Company, upon a Change of Control, the performance-based stock options subject to such award shall vest only to the extent set forth in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company“Performance-Based Stock Option Agreement” covering such award; and (iv) The amounts payable under Section 5(a)(iCompany shall, for a period of two (2) years commencing on the date of termination of Executive’s employment, pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and (iii) shall be paid or commence dependents to be paid within 60 days after continue to receive health insurance coverage substantially similar to the Date coverage they received prior to the date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day termination of such 60-day periodExecutive’s employment.

Change in Control. During the Term, if within 24 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effectiveirrevocable, all within 60 30 days after the Date of Termination, (i) the Executive shall receive a lump-sum amount equal to two times the sum of (A) the Executive’s Base Salary plus (B) the Executive’s Average Incentive Compensation (as defined in Section 4(b)(i)); (ii) the Executive shall receive (x) a pro-rated portion of the annual incentive compensation payable under Section 2(b), based upon the number of days in the year of termination through the Date of Termination relative to 365 and the target annual incentive compensation in the year the Date of Termination occurs and (y) to the extent that any annual incentive compensation payable under Section 2(b) with respect to any completed fiscal year has not been paid as of the Date of Termination, the actual incentive compensation payable with respect to such year; and (iii) full vesting of all Company, Employer or any of its or their affiliates’ equity awards that are subject to time-based vesting, effective as of the date that is 30 days following Date of Termination. Accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the plan governing particular equity awards, as in effect at the time such equity awards were granted, or an award agreement governing a particular equity award. Any termination or forfeiture of unvested equity awards eligible for acceleration of vesting pursuant to this section that otherwise would have occurred on or within 30 days after the Date of Termination (or such shorter time period provided in will be delayed until the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of 30th day after the Date of Termination or(but, if laterin the case of any stock option, not later than the Change expiration date of such stock option specified in Control the applicable option agreement) and will occur only to the extent such equity awards do not vest pursuant to this section. Notwithstanding the vesting schedule with respect to any performance criteria applicable to such options or awards equity awards, no additional vesting shall be deemed satisfied at a level occur during this 30-day period following the Date of 100%;Termination; and (iiiiv) if the Employee Executive was participating in the Company’s group health plan and dental plans immediately prior to the Date of Termination and elects COBRA health continuationTermination, then the Company Executive shall pay to the Employee receive a monthly lump-sum cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health and dental insurance to the Employee Executive if the Employee Executive had remained employed by the CompanyCompany for 24 months; and (ivv) The the amounts payable under Section Sections 5(a)(i), (ii) and (iiiiv) shall be paid or commence to be paid out in a lump-sum within 60 30 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 6030-day period begins in one calendar year and ends in a second calendar year, such payment amounts shall be paid or commence to be paid in the second calendar year by the last day of such 6030-day period.

Change in Control. During the Term(1) Notwithstanding anything else stated in this Paragraph 9, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d(A) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, thenas defined in subparagraph H(2), subject to occurs during the signing term of this Agreement, and (B) if on or at any time during the Separation Agreement and Release by two-year period immediately following a Change in Control, the Employee and Employee's employment with the Separation Agreement and Release becoming irrevocable and fully effectiveEmployer is terminated, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):either: (i) by the Company shall pay for any reason other than the occurrence of one of the events set forth in Subparagraphs 8A, 8B, 8C, 8E or 8F; or (ii) by the Employee as the result of and on or before the expiration of 60 days following: (a) a lump sum in cash in an amount equal to significant reduction by the sum Employer of Employee's job responsibilities with the Employer, or (Ab) twelve (12) months a reduction by the Employer of the Employee’s 's Base Salary (or the Employee’s Base Salary as in effect immediately prior to the Change in Control, if higheror (c) plus (B) one (1) times the because of a move of Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held 's job location by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, more than 25 miles; then the Company Employer shall pay to the Employee a monthly cash payment for twelve (12) months or Employee, within 30 days after the effective date of Employee’s COBRA health continuation period's termination of employment, whichever ends earlier, in an amount equal to three times Employee's Base Salary and three times a pro rata portion of Employee's Annual Performance Bonus determined through the monthly employer contribution date of termination of employment, and the Employer shall take such actions as are lawfully permitted to have all options to purchase shares under the Stock Option Plan that are not then exercisable, become immediately exercisable. The Employer may withhold from such payment any federal, state, city, county or other taxes. If amounts paid pursuant to this paragraph 9H become subject to the excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, the Employer shall pay to Employee an additional amount such that the Company would have made to provide health insurance to net amount retained by Employee, after deduction of any Excise Tax on the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) this Paragraph 9H, shall be paid or commence equal to be paid within 60 days after the Date of Termination or, if later, full amount payable under this Paragraph 9H with regard to the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodExcise Tax.

Change in Control. During (a) The Employee will be entitled to the Term, payments and benefits described in this Section 11 if the Employee’s employment under this Agreement is terminated terminated: (i) by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment Company, other than for Good Reason as provided in Section 3(e)Just Cause, in either case within three (3) months prior to a Change in Control connection with or within 18 24 months after the occurrence of a Change in Control; or (ii) by the Employee, thenfor Good Reason, subject to within 24 months after the signing occurrence of the Separation Agreement and Release a Change in Control; or (iii) by the Employee and for any reason during the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after 30 day period following the Date first anniversary of Termination (or such shorter time period provided a Change in the Separation Agreement and Release):Control. (ib) the Company shall pay If the Employee a lump sum satisfies the requirements set forth in cash in paragraph (a), the Employee shall be paid an amount equal to the sum of: (i) 300% of the Employee’s annual base salary as in effect on the date of the Employee’s termination of employment (unless the reason for termination is as a result of a reduction in Employee’s base salary, in which case 300% of the highest base salary paid to the Employee in the twelve months prior to the termination of employment); plus (ii) 300% of the greater of (A) twelve (12) months of the Employee’s Base Salary targeted short-term incentive for the year of termination (unless the reason for termination is as a result of a reduction in Employee’s targeted annual short-term incentive, in which case the target short-term incentive for the prior year shall be used), or (B) the actual short-term incentive achieved for the year of termination. For purposes of determining if (B) applies, the year of termination shall be deemed to have ended on the last day of the month immediately preceding the date of termination, and a calculation shall be made to determine the Company’s or the Employee’s Base Salary in effect immediately prior to performance for that period. Based on achievement of the Change in Controlperformance goals during that portion of the year, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or actual annual short-term incentive for the full year shall be calculated as if the partial year performance constituted performance for the full year. Said amount shall be paid to the Employee in one lump sum, within five days after the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as termination of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodemployment.

Change in Control. During (a) Notwithstanding the Termvesting schedule set forth in the Notice, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, and subject to the signing Provisions of Section 13 below, the Separation Agreement and Release by the Employee right to purchase all Option Shares shall vest, and the Separation Agreement Optionee may purchase up to the full extent of Option Shares for which Options have been granted to such Optionee and Release becoming irrevocable and fully effective, all within 60 days after for which the Date of Termination (or such shorter time period provided in Options have not been exercised under the Separation Agreement and Release):following conditions: (i1) The Optionee may conditionally purchase, any or all Option Shares during the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of period commencing twenty-seven (A27) twelve days and ending seven (127) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately days prior to the Change in Controlscheduled effective date of a merger or consolidation (as such effective date may be delayed from time to time) wherein the Company is not to be the surviving corporation, if higherwhich merger or consolidation is not between or among the Company and other corporations related to or affiliated with the Company; (2) plus The Optionee may conditionally purchase any or all Option Shares during the period commencing on the initial date of a tender offer or takeover bid for the Option Shares (Bother than a tender offer by the Company) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior subject to the Change in Control, if higherSecurities Exchange Act of 1934 and the rules promulgated thereunder and ending on the day preceding the scheduled termination date of acceptance of tenders of shares by the offeror under any such tender offer or takeover bid (as such termination date may be extended by such offeror); (ii3) notwithstanding anything to The Optionee may conditionally purchase any or all Option Shares during the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by period commencing an the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as date the shareholders of the Date Company approve a sale of Termination or, if later, all or substantially all the Change in Control assets of the Company and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; ending seven (iii7) if the Employee was participating in the Company’s group health plan immediately days prior to the Date scheduled closing date of Termination and elects COBRA health continuation, then the Company shall pay such sale (as such closing date may be delayed from time to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Companytime); and (iv4) The amounts payable under Optionee may conditionally purchase any or all Option Shares during the period commencing on the date the Company files a Statement of Intent to Dissolve and ending thirty (30) days later but not in any event later than the day before the Company files Articles of Dissolution. (b) If the merger, consolidation, tender offer, takeover bid, sale of assets or dissolution, as the case may be, and as described in Subsections (1) through (4) of Section 5(a)(i) and (iii) 8(a), once commenced, is cancelled or revoked, the conditional purchase of shares for which the Option to purchase would not have otherwise been exercisable at the time of said calculation or revocation, but for the operation of Section 8(a), shall be paid rescinded. With respect to all other shares conditionally purchased, the Optionee may rescind such purchase at his or commence her option. (c) If the merger, consolidation, tender offer, takeover bid or sale of assets does occur or thirty (30) days passes after a Statement of intent to be paid within 60 Dissolve is filed (or Articles of Dissolution are filed), as the case may be, and as described in Subsections (1) through (4) of Section 8(a), and the Optionee has not conditionally purchased all Option Shares, all unexercised Options shall terminate on the effective, termination or closing date, or thirty (30) days after the Date Statement of Termination orIntent to Dissolve is filed (but not later than the day before Articles of Dissolution are filed), if lateras the case may be. (d) If the Company shall be the surviving corporation in any merger or is a party to a merger or consolidation which is between or among the Company and other corporations related to or affiliated with the Company, any Option granted hereunder shall pertain and apply to the securities to which a holder of the number of shares of common stock subject to the option would have been entitled upon the consummation of such merger or consolidation. (e) Nothing herein shall allow the Optionee to purchase Option Shares, the Change Options for which have expired. (f) Section 5(n) of the Plan provides that any and all options that are outstanding under the Plan will become immediately vested and fully exercisable during specified exercise periods following the occurrence of certain events involving a change in Control; provided, however, control of the Company. Section 5(n) of the Plan also provides that if the 60-day period begins in one calendar year and ends shareholders of the Company receive shares of stock of another company in a second calendar yeartransaction providing for the conversion or exchange of all or substantially all of the outstanding shares of Common Stock, such payment shall be paid then options granted under the Plan will become exercisable for a number of shares of stock of the other company determined using the same conversion or commence exchange ratio applicable to be paid in the second calendar year by transaction, unless the last day Board of Directors of the Company determines that some or all of such 60-day periodoptions shall instead terminate.

Change in Control. During the Term(i) Notwithstanding any provision contained herein, if the Employee’s 's employment is terminated by the Company without Cause as provided in Section 3(d) (other than by reason of death or the Disability), if Employee terminates his employment resigns for Good Reason as provided or in Section 3(e)the event of a Non-Renewal that results from a Non-Renewal Notice given by the Company, in either case each case, within three (3) 24 months prior to following a Change in Control or within 18 months after a Change in Control(as defined below), then, subject Employee shall be entitled to receive: A. the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher)Accrued Rights; (ii) notwithstanding anything to the contrary in any applicable option agreement or stockB. all outstanding equity and non-based award agreement, all stock options and other stock-equity based awards (including any awards or interests under the Incentive Plans) held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuationshall become fully vested as of such date; provided, then that, notwithstanding the Company shall pay to the foregoing, any awards or interests held by Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after as of the Date of Termination orunder any Incentive Plan shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested; C. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, a lump sum payment equal to the sum of (I) two (2) times Employee's annualized Base Salary in effect on the Date of Termination (determined without regard to any reduction in Base Salary imposed by the Company in violation of Section 3(a) hereof), (II) two (2) times the average of the bonus amount(s) actually paid to Employee for the three (3) calendar years ending prior to the Date of Termination (not including any amounts paid to Employee pursuant to any of the Company's Incentive Plans), (III) the car allowance Employee would have received pursuant to Section 3(f) of this Agreement had his employment continued for an additional two (2) years, and (IV) the matching contributions that would have been made on behalf of Employee pursuant to the Company's 401(k) plan if laterEmployee had continued participation in such 401(k) plan for an additional two (2) years, payable as soon as practicable but no later than the earlier of (a) March 15 following the calendar year in which termination occurs or (b) 90 days following the Date of Termination; and D. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, Employee, his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company's group health plans on the same terms and conditions as active employees of the Company for a period of 18 months following the Date of Termination. If benefits continue pursuant to this Section 5(d)(i)D during a period when, in the absence of the benefits provided in this Section 5(d)(i)D, Employee or his dependants would not be entitled to continuation coverage under Section 4980B of the Code, Employee and his dependants shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under COBRA, Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the period during which continued benefits are being provided pursuant to this Section 5(d)(i)D. (ii) For purposes of this Agreement, the term “Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment ” shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.mean:

Change in Control. (a) During the Term, if within twelve months immediately following a Change in Control, the Employee’s Executive's employment is terminated by the Company without Cause as provided in Section 3(d2(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e2(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, thenthen the Company shall pay the Executive his Accrued Benefit. In addition, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effectiveeffective and, all within 60 days after if applicable, the Date Executive resigning as a member of Termination (or such shorter time period provided in the Separation Agreement and Release):Board, then Executive shall receive: (i) the Company shall pay the Employee a A lump sum in cash in an amount payment equal to the sum of (A1) twelve 1.5 times the sum of (12x) months of the Employee’s Base Salary Executive's annual base salary and (or y) the Employee’s Base Salary Executive's target bonus in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then (2) a pro-rata target annual cash bonus for the Company shall pay to portion of the Employee a monthly cash payment for twelve (12) months or then-current year which has elapsed as of the Employee’s COBRA health continuation period, whichever ends earlierDate of Termination, in an amount equal each case calculated without giving effect to any reductions on annual base salary or target bonus following the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the CompanyEffective Date; and (ivii) The A lump sum payment equal to the compensation set forth in Sections 3(b)(ii) and 3(b)(iii). (iii) the amounts payable under Section 5(a)(i4(a)(i) and (iiiii) shall be paid or commence to be paid out in a lump sum within 60 days after immediately following the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment the amounts shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. (b) Notwithstanding anything to the contrary in any applicable equity award agreement (but without limitation of clause (v) of Section 3(b), which shall apply to a termination described in this Section 4), for any equity award that is not assumed by, or substituted for with a substantially equivalent award, by the surviving, continuing, successor, or purchasing corporation or other business entity or parent corporation thereof, as the case may be, with respect to the Change in Control, (x) if such equity award is a Time-Vested Award, it shall fully vest and, if applicable, be settled, immediately prior to the effective date of the Change in Control and (y) if such equity award is a Performance Award, its vesting (if any) shall be determined by: (i) truncating such Performance Award's performance period at the effective date of such Change in Control, (ii) adjusting such Performance Award's performance conditions for the truncated performance period, as determined by the Board in good faith, (iii) determining the amount payable on such Performance Award, as so adjusted, based on actual performance measured over the truncated performance period, and (iv) multiplying the amount determined by the foregoing clause (iii) by the percentage of the performance period that was completed as of immediately prior to the effective date of the Change in Control.

Change in Control. During (a) If, during the Term, if there should be a Change of Control (as defined herein), anything to the Employeecontrary in Section 3.4 above (or any other agreement or document relating to stock grants or options) notwithstanding, all stock grants and outstanding stock options granted to Executive shall become immediately vested and exercisable on the date of such termination and shall remain exercisable as provided therein. (b) If, during the Term, there should be a Change of Control (as defined herein), and within 3 months before or 12 months thereafter either (i) Executive’s employment is terminated by the Company without for any reason other than Cause as provided in Section 3(d) or the Employee death or disability of Executive or (ii) Executive terminates his employment for Good Reason as provided in Section 3(e)Reason, then Company shall, on or before Executive’s last day of full-time employment hereunder, pay to Executive, in either case lieu of any other rights to cash compensation he may have under this Agreement which have not accrued by such date, a lump sum cash payment equal to two times (x) Executive’s then current Base Salary and (y) the Bonus Amount. Notwithstanding the foregoing, Company shall not be obligated to make any payments under this Section 4.5 unless Executive has executed and delivered to Company a further agreement, to be prepared at the time of Executive’s termination of employment, that shall provide (i) an unconditional release of all claims, charges, complaints and grievances, whether known or unknown to Executive, against Company or any of its affiliates, through date of Executive’s termination of employment; (ii) an obligation to maintain the confidentiality of such agreement; and (iii) an obligation to indemnify Company if Executive breaches such agreement. (c) It is the intention of the parties that the payments under this Section 4.5 shall not constitute “excess parachute payments” within three (3) months prior the meaning of Section 280G of the Internal Revenue Code of 1986, as amended. Accordingly, notwithstanding anything in this Section 4.5 to a the contrary, if any of the amounts otherwise payable under this Section would constitute “excess parachute payments,” or if the independent accountants acting as auditors for Company on the date of the Change in Control determine that such payments may constitute “excess parachute payments,” then the amounts otherwise payable under this Section 4.5 shall be reduced to the maximum amounts that may be paid without any such payments constituting, or within 18 months potentially constituting, “excess parachute payments.” (d) Following any termination of Executive’s employment under this Section 4.5 after a Change in Control, then, subject Executive shall be entitled to continue to receive for the signing remainder of the Separation Agreement then-current Term, but not less than 12 months, medical benefits coverage for Executive and Release by the Employee Executive’s spouse and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination dependents (or such shorter time period provided in the Separation Agreement and Release): (iif any) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior expense if and to the Date extent Company was paying for such benefits at the time of Termination and elects COBRA health continuationsuch termination. (e) Upon making the payments described in this Section 4.5, then the Company shall pay have no further obligation to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable Executive under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodthis Agreement.

Change in Control. During (i) If within twelve (12) months after the Termoccurrence of the first event constituting a Change in Control, if the EmployeeExecutive’s employment is terminated by the Company without Cause as provided defined in Section 3(d) 1 or the Employee Executive terminates his her employment for Good Reason as provided in Section 3(e)1, in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) then the Company shall pay the Employee Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) twelve (12) months of the EmployeeExecutive’s current Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one Executive’s highest annual incentive compensation under the Company’s Executive Bonus Incentive Plan in the three (13) times immediately preceding fiscal years, excluding any sign-on bonus, retention bonus or any other special bonus. Such lump sum cash payment shall be paid to Executive within thirty (30) days following the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);Date of Termination; and (ii) notwithstanding Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Change in Control, all stock options and other stock-based awards held granted to Executive by the Employee Parent shall immediately accelerate and become fully exercisable or nonforfeitable non-forfeitable as of the effective date of such Change in Control. In addition, all restricted stock units held by the Executive pursuant to the Management Stock Purchase Plan shall become fully vested upon a Change of Control and the Executive shall be entitled to receive the shares of stock represented by such restricted stock units. Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms, provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted; and (iii) If the Executive is otherwise eligible for participation in the Company’s Supplemental Executive Retirement Plan (“SERP”), the Executive shall be fully vested in her accrued benefit under the SERP as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the CompanyTermination; and (iv) The amounts payable under Section 5(a)(iCompany shall, for a period of one (1) and (iii) shall be paid or commence to be paid within 60 days after year commencing on the Date of Termination orTermination, if laterpay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to continue to receive health insurance coverage substantially similar to the Change in Control; provided, however, that if coverage they received prior to the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day Date of such 60-day periodTermination.

Change in Control. During 8A.1 Notwithstanding anything to the Termcontrary otherwise provided herein, if the Employee’s employment is terminated by the Company without Cause a “change of control” (as provided in Section 3(ddefined below) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case of Employer occurs and within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months from the date of such “change of control,” Employee voluntarily terminates the employment relationship under this Agreement by giving ninety (90) days’ written notice to Employer or Subsidiary under Section 6.1 hereof or within such twelve (12) month period Employer or Subsidiary gives written notice to Employee to terminate Employee’s employment relationship without “due cause” pursuant to Section 6.4, or in the event that the Employee shall die or become disable within such twelve (12) month, then, even though no longer employed by Employer, Employee (or, if applicable, Employee’s legal representative or estate) shall be entitled to earned and vested bonuses at the date of termination plus a payment equal to the amount of Employee’s salary (undiscounted), as “salary” is defined below, prorated for the remainder of the fiscal year in which the “change of control” occurs, plus the present value (employing a discount rate of 8%) of two additional years’ salary, payable in a lump sum six (6) months after the date of termination. Employee’s Base Salary (or the right to exercise stock options and Employee’s Base Salary rights in effect other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plan. For purposes of this Section 8A.1, the term “salary” shall mean the sum of (i) the annual rate of compensation provided to Employee under Section 2.1 hereof immediately prior to the “change in control,” plus (ii) the average annual cash bonuses or other cash incentive compensation paid to Employee by Employer for the three years in the three year period immediately preceding the year in which there shall occur a “change in control.” Employee’s right to exercise stock options and Employee’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plan. “Change in Controlcontrol” shall be deemed to have occurred (i) on the date that any one person, if higheror more than one person acting as a group, acquires ownership of stock of Employer that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Employer, (ii) plus on the date that a majority of the members of Employer’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of Employer’s Board of Directors prior to the date of the appointment or election or (Biii) on the date any one (1) times the Employee’s Target Annual Incentive Compensation person, or more than one person acting as a group acquires (or has acquired during the Employee’s Target Annual Incentive Compensation in effect 12-month period ending on the date of the most recent acquisition by such person or persons) assets from Employer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of Employer immediately prior to the Change in Controlsuch acquisition or acquisitions. 8A.2 Notwithstanding any other provision of this Agreement, if higher); (iia) notwithstanding anything to there is a change in the contrary ownership or effective control of Employer or in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as ownership of a substantial portion of the Date assets of Termination or, if later, Employer (within the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level meaning of 100%; Section 280G(b)(2)(A) of Internal Revenue Code (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i“Code”)) and (iiib) shall the payments otherwise to be paid made pursuant to Section 8.1 and any other payments or commence benefits otherwise to be paid to Employee in the nature of compensation to be received by or for the benefit of Employee and contingent upon such event (the “Termination Payments”) would create an “excess parachute payment” within 60 days the meaning of Section 280G of the Code, then Employer shall make the Termination Payments in substantially equal installments, the first installment being due six (6) months after the Date date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year termination and ends in a second calendar each subsequent installment being due on January 31 of each year, such payment shall that the aggregate present value of all Termination Payments, whether pursuant to this Agreement or otherwise, will be paid or commence to be paid in as close as possible to, but not exceed, 299% of Employee’s base amount, within the second calendar year by the last day meaning of such 60-day period.Section 280G.

Change in Control. During the Term, if within 24 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effectiveirrevocable, all within 60 30 days after the Date of Termination, (i) the Executive shall receive a lump-sum amount equal to three times the sum of (A) the Executive’s Base Salary plus (B) the Executive’s Average Incentive Compensation (as defined in Section 4(b)(i)); (ii) the Executive shall receive (x) a pro-rated portion of the annual incentive compensation payable under Section 2(b), based upon the number of days in the year of termination through the Date of Termination relative to 365 and the target annual incentive compensation in the year the Date of Termination occurs and (y) to the extent that any annual incentive compensation payable under Section 2(b) with respect to any completed fiscal year has not been paid as of the Date of Termination, the actual incentive compensation payable with respect to such year; and (iii) full vesting of all Company, Employer or any of its or their affiliates’ equity awards that are subject to time-based vesting, effective as of the date that is 30 days following Date of Termination. Accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the plan governing particular equity awards, as in effect at the time such equity awards were granted, or an award agreement governing a particular equity award. Any termination or forfeiture of unvested equity awards eligible for acceleration of vesting pursuant to this section that otherwise would have occurred on or within 30 days after the Date of Termination (or such shorter time period provided in will be delayed until the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of 30th day after the Date of Termination or(but, if laterin the case of any stock option, not later than the Change expiration date of such stock option specified in Control the applicable option agreement) and will occur only to the extent such equity awards do not vest pursuant to this section. Notwithstanding the vesting schedule with respect to any performance criteria applicable to such options or awards equity awards, no additional vesting shall be deemed satisfied at a level occur during this 30-day period following the Date of 100%;Termination; and (iiiiv) if the Employee Executive was participating in the Company’s group health and dental plan immediately prior to the Date of Termination and elects COBRA health continuationTermination, then the Company Executive shall pay to the Employee receive a monthly lump-sum cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health and dental insurance to the Employee Executive if the Employee Executive had remained employed by the CompanyCompany for 24 months; and (ivv) The the amounts payable under Section Sections 5(a)(i), (ii) and (iiiiv) shall be paid or commence to be paid out in a lump-sum within 60 30 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 6030-day period begins in one calendar year and ends in a second calendar year, such payment amounts shall be paid or commence to be paid in the second calendar year by the last day of such 6030-day period.

Change in Control. During Upon the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after occurrence of a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):: (i) a. the Company shall pay the Employee to Executive a lump lump-sum in cash in an amount payment equal to the sum of (A) twelve (12) months Executive’s Annual Base Salary payable through the date of the EmployeeChange in Control; (B) bonus amounts payable to Executive for prior fiscal years; (C) bonus amounts not paid to Executive as a result of Executive’s election to defer payment; (D) a pro rata portion of Executive’s annual bonus for the fiscal year in which the Change in Control occurs in an amount at least equal to (1) Executive’s Bonus Amount multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the date of the Change in Control and the denominator of which is three hundred sixty-five (365), and reduced by (2) any amounts paid to Executive from the Company’s annual incentive plan for the fiscal year in which the Change in Control occurs; and (E) the cash equivalent of any accrued Paid Time Off; in each case to the extent not already paid; b. the Company shall pay to Executive a lump-sum cash payment equal to the sum of (i) 2.99 times the Executive’s highest Annual Base Salary during the 12-month period immediately prior to the date of the Change in Control, plus (ii) 2.99 times Executive’s Bonus Amount; c. the Company shall continue, for a period of three (3) years following the earlier of Executive’s Date of Termination and the date that is 180 days after the date of the Change in Control (the “Change in Control Termination Date”), to provide Executive (and Executive’s dependents, if applicable) with substantially similar levels of medical, dental, and life insurance benefits upon substantially similar terms and conditions as Executive would have been entitled to receive if he had continued in employment; provided, that, if Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide, at the Company’s option, (i) such benefits on a substantially similar basis as if continued participation had been permitted through one or more new plans (the Employee“Continued Benefit Plans”) or (ii) a lump-sum cash payment based on the cost of premiums comparable to those that would be required to receive such benefits on a substantially similar basis plus the amount of any conversion fees required to convert from group coverage to individual coverage under the Company’s Base Salary existing benefit plans (the “Benefits Lump-Sum Payment”). If the Company elects to provide the Executive with Continued Benefit Plans, the Executive shall cooperate with the Company and each provider of any such Continued Benefit Plan in effect immediately order for the Company to obtain such Continued Benefit Plans for Executive, which cooperation shall include but not be limited to providing copies of medical records and other information required by any provider of such Continued Benefit Plan and undergoing one or more physical examinations. If the Company elects to provide the Executive with the Benefits Lump-Sum Payment, the Company shall notify the Executive of its intention to make this election not later than 90 days prior to the date on which Executive’s coverage under existing benefit plans will expire, and if, within 60 days after Executive receives such notification from the Company, Executive presents the Company with one or more benefit plans that the Executive has obtained or intends to obtain that provide benefits on a substantially similar basis as the benefits provided to Executive prior to the Change in ControlControl Termination Date (and acknowledgement from the provider of such benefit plans that such benefit plans have been or can be obtained by the Executive on those terms, if higherincluding without limitation, at least substantially similar scope of coverage, substantially similar deductibles and substantially similar co-payments), then the Benefits Lump-Sum Payment shall be made based on the premiums plus any other administrative fees (except co-payments) plus charged by the company offering such plans. If the Company elects to provide the Executive with the Benefits Lump-Sum Payment and it is determined by the Company that any portion of the Benefits Lump-Sum Payment constitutes taxable wages for federal income and/or employment tax purposes, the Company agrees to pay Executive an additional amount (Bthe “Benefits Gross-Up Payment”) one such that the net amount retained by Executive from the Benefits Lump-Sum Payment and the Benefits Gross-Up Payment, after reduction for any federal, state and local income and employment taxes on the Benefits Lump-Sum Payment and the Benefits Gross-Up Payment, shall equal the Benefits Lump-Sum Payment. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive benefits from such employer, the benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that the Company reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder; and d. all outstanding stock options, restricted stock and other equity based awards (1collectively, “Awards”) times shall fully vest, all restrictions on such Awards shall lapse and the Employee’s Target Annual Incentive Compensation (maximum level of achievement of all performance criteria with respect to such Awards shall be deemed fully satisfied. In the case of stock options or any other equity based Awards in the Employee’s Target Annual Incentive Compensation in effect immediately prior to nature of a right that may be exercised, such stock options and other equity based Awards shall remain exercisable for three years after the date of the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control. During the Term, if within 12 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his the Executive’s employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided frame set forth in the Separation Agreement and ReleaseRelease (but in no event later than sixty (60) days following the Date of Termination): (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to one times the sum of (A) twelve (12) months of the EmployeeExecutive’s then current Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (Bii) one (1) times the EmployeeExecutive’s Target Annual Cash Incentive Compensation (or for the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher)then-current year; (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee Executive a monthly cash payment for twelve until the earlier of (12i) 12 months or following the Employeedate of termination, (ii) the end of the Executive’s COBRA health continuation period, whichever ends earlierperiod or (iii) the date the Executive becomes eligible for health insurance coverage in connection with new employment or self-employment (and the Executive’s eligibility for any such benefits shall be promptly reported by the Executive to the Company), in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee Executive if the Employee Executive had remained employed by the Company; (iii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all time-based stock options and other time-based stock-based awards granted to the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; and (iv) The the amounts payable under this Section 5(a)(i) and (iii5(a) shall be paid or commence to be paid within 60 sixty (60) days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day sixty (60)-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day sixty (60)-day period.

Change in Control. During (a) In the Term, if event of any Change in Control with respect to a Member (the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e“Affected Member”), the Affected Member shall promptly notify the other Members in either case within three writing of such Change in Control (3) months prior to a “Change in Control Notice”). At any time following a Change in Control or within 18 months after of a Member, and prior to the date that is ten (10) days following delivery by the Affected Member of a Change in ControlControl Notice, then, subject any other Member shall have the right to deliver to the signing Affected Member and all other Members written notice of its election (a “Price Determination Notice”) to require determination of the Separation Agreement price (the “Purchase Price”) at which each other Member shall have the right (exercisable at its sole option and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): discretion) to purchase (i) all of the Company Membership Interest held by the Affected Member or (ii) if such Change in Control is attributable to a Foreclosure Transfer, up to all of, but not less than 50% of, the Membership Interest held by the Affected Member (in each case, the “Affected Interest”) pursuant to this Section 5.03. (b) If the Members are unable to agree in writing upon the Purchase Price for the Affected Interest within thirty (30) days following delivery of a Price Determination Notice, then either party may deliver written notice to the other of its election to require an independent determination of the Purchase Price (an “Appraisal Notice”). Within ten (10) days following delivery of an Appraisal Notice, the Affected Member shall pay appoint an independent expert and the Employee other Members (acting by a lump sum in cash in majority of their collective Ownership Percentages) shall appoint an independent expert. Within five (5) days following delivery of an Appraisal Notice, the two experts appointed pursuant to the foregoing shall select a third independent expert. The fees and expenses of each of the three independent experts shall be borne 50% by the Affected Member and 50% by the Members who delivered a Price Determination Notice. Each such expert shall have reasonable access to the Company’s and its Subsidiaries’ facilities, books and records and, within thirty (30) days following the appointment of the third expert, shall deliver to each Member its report setting forth its independent determination of the Fair Market Value of the Affected Interest (each, an “Appraised Value”). For purposes of this Section 5.03, the “Purchase Price” for the Affected Interest shall be (A) such amount as may be agreed upon by the Members, or (B) absent such agreement, an amount equal to the sum average of the two Appraised Values that are closest in amount to each other. (c) For a period of thirty (30) days following the determination of the Purchase Price pursuant to Section 5.03(b), each Member (other than the Affected Member) shall have the right to elect to purchase all, and not less than all, of the Affected Interest for a price equal to the Purchase Price as determined pursuant to Section 5.03(b), by delivering written notice of such election (a “Purchase Notice”) to the Affected Member and each other Member. In the event that more than one such Member delivers a Purchase Notice and satisfies the conditions to closing thereunder, the rights to purchase the Affected Interest shall be allocated among such Members upon the closing of such sale in proportion to their then-existing Ownership Percentages or in such other proportion as such Members may agree. (d) If one or more Members delivers a Purchase Notice to the Affected Member within thirty (30) days following determination of the Purchase Price pursuant to Section 5.03(b), each such party and the Company shall use its commercially reasonable efforts to obtain, as promptly as possible thereafter, any and all consents, approvals and authorizations of any governmental authority required to be obtained in order to consummate such sale and purchase. A sale and purchase of the Affected Interest to one or more Members pursuant to this Section 5.03 shall be made at the offices of the Company on or before the later of (Ai) twelve the date that is one hundred and fifty (12150) months days following the determination of the Employee’s Base Salary (Purchase Price pursuant to Section 5.03(b) or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything the date that is five (5) Business Days following receipt of all consents, approvals, and authorizations of any governmental authority required to be obtained in order to consummate such sale and purchase. Such purchase and sale shall be effected by the Affected Member’s delivery of the Affected Interest, free and clear of all Encumbrances (other than pursuant to Section 3.10 and restrictions imposed by the governing documents of the Company and securities laws), to the contrary in any applicable option agreement or stock-based award agreementMember(s), all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as against payment of the Date Purchase Price to the Affected Member in immediately available funds. (e) In the event that no Member delivers either (i) a Price Determination Notice within ten (10) days of Termination orits receipt of a Change in Control Notice or (ii) a Purchase Notice to the Affected Member within thirty (30) days following determination of the Purchase Price pursuant to Section 5.03(b), if later, the Members’ right to purchase any portion of the Affected Interest as a result of the Change in Control and any performance criteria applicable that gave rise to such options or awards right shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodwaived.

Change in Control. During If within eighteen (18) months after the Termoccurrence of the first event constituting a Change in Control, if the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(dSubparagraph 6(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(eSubparagraph 6(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing terms of section 19(a), and subject to the Separation Agreement and Release by Executive’s executing a general release of claims in the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all form attached hereto as Exhibit A within 60 21 days after the Date of Termination and the expiration of the seven-day revocation period applicable thereto, commencing on the later of (or such shorter time i) the last day of the period provided for signing and revoking the general release of claims in the Separation Agreement and form set forth in Exhibit A hereof (“Release”), or (ii) ninety (90) days after the Executive’s employment is terminated as provided above in this Section 8(a): (i) In lieu of any amounts otherwise payable pursuant to Subparagraph 7(d)(i), the Company shall pay the Employee Executive a single lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the EmployeeExecutive’s current or most recent annual Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1Executive’s most recent annual cash incentive compensation under Subparagraph 3(a) times for the Employee’s Target Annual Incentive Compensation (most recent fiscal year, excluding any sign-on bonus, retention bonus or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher)any other special bonus; (ii) notwithstanding Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreementagreement and in lieu of any acceleration of vesting that would otherwise occur pursuant to Subparagraph 7(d)(ii), upon a Change in Control, all stock options and other stock-based awards held granted to Executive by the Employee Company shall immediately accelerate and become fully exercisable or nonforfeitable non-forfeitable as of the Date effective date of Termination or, if later, the such Change in Control Control. Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any performance criteria applicable agreement or other instrument attendant thereto pursuant to which such options or awards shall be deemed satisfied at a level of 100%;were granted; and (iii) if the Employee was participating in In lieu of the Company’s group obligations to pay health plan immediately insurance premiums pursuant to Subparagraph 7(d)(iii), the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodTermination.

Change in Control. During (i) In the Termevent of a Change in Control, if vesting and payment will be as set forth in section 2 and section 3(a) to the extent the achievement of performance goals can continue to be measured after the Change in Control. To the extent the achievement of performance goals is no longer capable of measurement following a Change in Control, the Employee’s unvested Units shall vest at the target level of performance on the Vesting Date, conditioned upon the Employee’s continued employment (except as otherwise set forth in this section 4) with the Company or an Affiliated Employer, or successor thereto, as of the Vesting Date, and shall be paid along with any dividend equivalents accrued thereon, on the Payment Date in accordance with section 3(a). (ii) Notwithstanding section 4(c)(i) above, in the event of the Employee’s Termination of Employment by the Company or an Affiliated Employer, or successor thereto, without Cause or due to a Job Elimination or Role Refresh six months preceding or two years following a Change in Control and prior to the Vesting Date, the Employee’s then unvested Units shall vest upon the later of the Employee’s termination date or the Change in Control and be payable at the target level of performance, and the Deferral Period shall not apply. If the Employee’s employment is terminated by the Company or an Affiliated Employer, or successor thereto, without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) due to a Job Elimination or Role Refresh six months prior to preceding or two years following a Change in Control or within 18 months after a Change in Controland during the Deferral Period, thenthe Employee’s Vested Units and any dividend equivalents accrued thereon will become immediately payable. In either case, subject to the signing payment of the Separation Agreement Vested Units and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination any dividend equivalents accrued thereon (or such shorter time period provided in the Separation Agreement and Release): if applicable) shall be made as follows: (i) in the Company shall pay the Employee a lump sum in cash in an amount equal to the sum event of (A) twelve (12) months Termination of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately Employment prior to the Change in Control, if higherwithin 90 days following the Change in Control; or (ii) plus (B) one (1) times in the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to event of Termination of Employment after the Change in Control, if higher); (ii) notwithstanding anything to on the contrary in any applicable option agreement first business day which is at least seven months after the Termination of Employment or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to at such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable later date permitted under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.409A.

Change in Control. During the Term, if within 12 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his the Executive’s employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to 1.5 times the sum of (A) twelve (12) months of the EmployeeExecutive’s current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the “Change in Control, if higherControl Payment”); (ii) the Company shall pay the Executive the Pro-Rated Annual Incentive Compensation; (iii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, (A) all time-based stock options and other time- based stock-based awards held by the Employee Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination, and (B) the Company shall extend the exercise period with respect to the Executive’s vested stock options for so long as such stock options remain outstanding until the earlier of (i) the original 10-year expiration date for such vested stock options as provided in the applicable equity documents, or (ii) the 24-month anniversary of the Date of Termination (or, if later, the Change date specified in Control and any performance criteria the applicable equity documents) (the “Extended Exercise Period”), provided that the Executive is advised to such options or awards shall be deemed satisfied at a level consult the Executive’s tax advisor with respect to the tax implications of 100%the Extended Exercise Period; (iiiiv) if the Employee Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee Executive a monthly cash payment for twelve (12) months or 18 months, the EmployeeExecutive’s COBRA health continuation periodperiod or the Executive’s retiree medical plan period under the Company’s retiree medical plan, whichever ends earlierearliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee Executive if the Employee Executive had remained employed by the Company; and (ivv) the Company shall provide the Executive with outplacement services at a provider to be selected by the Company for up to three (3) months following the Date of Termination. The amounts payable under Section 5(a)(i) and (iiiiv) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. The Pro-Rated Annual Incentive Compensation shall be paid on the date the Company pays annual incentive compensation to its executives, and in any event no later than March 15 of the year following the year in which the Date of Termination occurs.

Change in Control. During the Term, (a) Should there occur a Change in Control (as defined below) and if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a or thirteen (13) months following the Change in Control either (i) Executive’s employment under this Agreement is terminated without Cause or (ii) Executive resigns his employment as a result of an event constituting a Constructive Termination, then, in exchange for executing and delivering the Transition Agreement, and subject to the terms of the Transition Agreement except as otherwise provided in this Section 4.5(a), Executive shall be entitled to all of the benefits set forth therein, except that (1) in addition to the amount of the payment described in paragraph 5(a) of the Transition Agreement, Executive shall be entitled to an additional amount equal to fifty percent (50%) of Executive’s annual Base Salary at the highest annual Base Salary rate in effect at any time during the term of this Agreement (the “Highest Base Salary”), which amount shall be paid at the same time as the payment under such paragraph 5(a); (2) in addition to the amount of the payment described in paragraph 6(a) of the Transition Agreement, Executive shall be entitled to an additional amount equal to fifty percent (50%) of Executive’s Highest Base Salary; and (3) in lieu of the acceleration described in paragraph 4(a) of the form of Transition Agreement attached hereto, all unvested equity compensation awards (including stock options, restricted stock, and restricted stock units) that are outstanding and held by Executive on the Transition Commencement Date shall immediately vest and become exercisable in full on the Transition Commencement Date, provided, that, if Executive’s termination of employment without Cause or by reason of Constructive Termination occurs within 18 three months after prior to a Change in Control, then, subject any unvested equity compensation awards that do not vest on the Transition Commencement Date shall vest in full immediately prior to the signing effective time of the Separation Agreement and Release by Change in Control. Any acceleration of vesting pursuant to this Section 4.5(a) shall have no effect on any other provisions of the Employee and equity compensation awards or the Separation Agreement and Release becoming irrevocable and fully effectiveplans governing such awards. (b) For purposes of this Section 4.5, all within 60 days after a Change in Control shall be deemed to occur upon the Date consummation of Termination (or such shorter time period provided in any one of the Separation Agreement and Release):following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company shall pay or a corporation owned directly or indirectly by the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months stockholders of the EmployeeCompany in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s Base Salary then outstanding voting securities or any “person” acquires (or has acquired during the Employee’s Base Salary in effect immediately prior to 12-month period ending on the Change in Control, if higherdate of the most recent acquisition by such person) plus ownership of securities of the Company representing thirty percent (B30%) one (1) times or more of the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);total voting power; or (ii) notwithstanding anything to during any period of two consecutive years, individuals who at the contrary in beginning of such period constitute the Board and any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held new director whose election by the Employee shall immediately accelerate and become fully exercisable Board or nonforfeitable as nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Date directors then still in office who either were directors at the beginning of Termination the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Company’s group health plan voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the Date surviving entity) at least 80% of Termination and elects COBRA health continuation, then the total voting power represented by the voting securities of the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Companysuch surviving entity outstanding immediately after such merger or consolidation; andor (iv) The amounts payable under Section 5(a)(i) and the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in transaction or a second calendar year, such payment shall be paid series of transactions) of all or commence to be paid in substantially all of the second calendar year by the last day of such 60-day periodCompany’s assets.

Change in Control. During the Term, if during the EmployeeChange in Control Period, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the Executive signing of the a Separation Agreement and Release by that conforms with the Employee requirements of Section 5(b)(i) and the Separation Agreement and Release becoming irrevocable and fully effectiveirrevocable, all within 60 days after the Date of Termination (or such shorter time period provided as set forth in the Separation Agreement and Release):), which shall include a seven (7) business day revocation period: (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to one times the sum of (A) twelve (12) months of the EmployeeExecutive’s then current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the EmployeeExecutive’s Target Annual Incentive Compensation (or Bonus for the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);then current year; and (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based other equity award agreement, all stock options and other stockoutstanding equity grants subject to time-based awards vesting held by the Employee Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%;Termination; and (iii) if the Employee Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee Executive a monthly cash payment for twelve (12) months or the EmployeeExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee Executive if the Employee Executive had remained employed by the Company; and (iv) and The amounts payable under Section 5(a)(iSections 6(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, all payments under this Section 6(a) shall immediately cease.

Change in Control. During the Term, (a) Should there occur a Change in Control (as defined below) and if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a or thirteen (13) months following the Change in Control either (i) Executive’s employment under this Agreement is terminated without Cause or (ii) Executive resigns his employment as a result of an event constituting a Constructive Termination, then, in exchange for executing and delivering the Transition Agreement, and subject to the terms of the Transition Agreement except as otherwise provided in this Section 4.5(a), Executive shall be entitled to all of the benefits set forth therein, except that (1) in addition to the amount of the payment described in paragraph 5(a) of the Transition Agreement, Executive shall be entitled to an additional amount equal to fifty percent (50%) of Executive’s annual Base Salary at the highest annual Base Salary rate in effect at any time during the term of this Agreement (the “Highest Base Salary”), which amount shall be paid at the same time as the payment under such paragraph 5(a); (2) in addition to the amount of the payment described in paragraph 6(a) of the Transition Agreement, Executive shall be entitled to an additional amount equal to thirty seven and one half percent (37.5%) of Executive’s Highest Base Salary; and (3) in lieu of the acceleration described in paragraph 4(a) of the form of Transition Agreement attached hereto, all unvested equity compensation awards (including stock options, restricted stock, and restricted stock units) that are outstanding and held by Executive on the Transition Commencement Date shall immediately vest and become exercisable in full on the Transition Commencement Date, provided, that, if Executive’s termination of employment without Cause or by reason of Constructive Termination occurs within 18 three months after prior to a Change in Control, then, subject any unvested equity compensation awards that do not vest on the Transition Commencement Date shall vest in full immediately prior to the signing effective time of the Separation Agreement and Release by Change in Control. Any acceleration of vesting pursuant to this Section 4.5(a) shall have no effect on any other provisions of the Employee and equity compensation awards or the Separation Agreement and Release becoming irrevocable and fully effectiveplans governing such awards. (b) For purposes of this Section 4.5, all within 60 days after a Change in Control shall be deemed to occur upon the Date consummation of Termination (or such shorter time period provided in any one of the Separation Agreement and Release):following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company shall pay or a corporation owned directly or indirectly by the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months stockholders of the EmployeeCompany in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s Base Salary then outstanding voting securities or any “person” acquires (or has acquired during the Employee’s Base Salary in effect immediately prior to 12-month period ending on the Change in Control, if higherdate of the most recent acquisition by such person) plus ownership of securities of the Company representing thirty percent (B30%) one (1) times or more of the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);total voting power; or (ii) notwithstanding anything to during any period of two consecutive years, individuals who at the contrary in beginning of such period constitute the Board and any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held new director whose election by the Employee shall immediately accelerate and become fully exercisable Board or nonforfeitable as nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Date directors then still in office who either were directors at the beginning of Termination the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Company’s group health plan voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the Date surviving entity) at least 80% of Termination and elects COBRA health continuation, then the total voting power represented by the voting securities of the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Companysuch surviving entity outstanding immediately after such merger or consolidation; andor (iv) The amounts payable under Section 5(a)(i) and the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in transaction or a second calendar year, such payment shall be paid series of transactions) of all or commence to be paid in substantially all of the second calendar year by the last day of such 60-day periodCompany’s assets.

Change in Control. During the Term, if within 12 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his the Executive’s employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to two (2) times the sum of (A) twelve (12) months of the EmployeeExecutive’s current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the “Change in Control, if higherControl Payment”); (ii) the Company shall pay the Executive the Pro-Rated Annual Incentive Compensation; (iii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, (A) all time-based stock options and other time- based stock-based awards held by the Employee Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination, and (B) the Company shall extend the exercise period with respect to the Executive’s vested stock options for so long as such stock options remain outstanding until the earlier of (i) the original 10-year expiration date for such vested stock options as provided in the applicable equity documents, or (ii) the 24-month anniversary of the Date of Termination (or, if later, the Change date specified in Control and any performance criteria the applicable equity documents) (the “Extended Exercise Period”), provided that the Executive is advised to such options or awards shall be deemed satisfied at a level consult the Executive’s tax advisor with respect to the tax implications of 100%the Extended Exercise Period; (iiiiv) if the Employee Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee Executive a monthly cash payment for twelve (12) months or 18 months, the EmployeeExecutive’s COBRA health continuation periodperiod or the Executive’s retiree medical plan period under the Company’s retiree medical plan, whichever ends earlierearliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee Executive if the Employee Executive had remained employed by the Company; and (ivv) the Company shall provide the Executive with outplacement services at a provider to be selected by the Company for up to three (3) months following the Date of Termination. The amounts payable under Section 5(a)(i) and (iiiiv) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. The Pro-Rated Annual Incentive Compensation shall be paid on the date the Company pays annual incentive compensation to its executives, and in any event no later than March 15 of the year following the year in which the Date of Termination occurs.

Change in Control. During (a) Notwithstanding anything herein to the Termcontrary, if subject to Section 8(c), in the Employeeevent a Change in Control occurs prior to the Expiration Date and the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment Executive resigns for Good Reason as provided in Section 3(e), in either case within three two (32) months prior to a Change in Control or within 18 months after a years following such Change in Control, thenthen in lieu of the amounts and benefits under Section 7(d) in the event of a termination by the Company without Cause, subject the Company shall pay or provide to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): Executive (i) the Company shall pay the Employee a lump sum in cash Accrued Amounts; and (ii) subject to Section 9: (A) subject to Section 25(b), payment in an amount equal to 12 months Base Salary, such payment to be made as follows: (x) if the sum Change in Control is not as a result of an event that constitutes a “change in control event” (Aa “409A Change in Control”) twelve (12) months within the meaning of Section 409A of the Employee’s Base Salary Internal Revenue Code of 1986, as amended (or the Employee’s Base Salary in effect immediately prior “Code”), and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), then such payment shall be paid to the Executive in equal installments for 12 months following the date of termination in accordance with the Company’s normal payroll policies as if the Executive were an employee (but off employee payroll); provided, that unless subject to further delay as set forth in Section 25(b), the first payment of such payment will made on the sixtieth (60th) day after the date of termination and will include payment of any amounts that would otherwise be due prior thereto, and (y) if the Change in Control does result from an event that constitutes a 409A Change in Control, if higher) plus then the full amount of such payment shall be paid to the Executive in a lump sum on the 60th day after the date of termination; (B) one the Pro Rata Bonus; (1C) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior subject to Section 22(b), a lump sum amount equal to the Executive’s target annual bonus for the fiscal year in which the Executive’s termination occurs, such payment to be made as follows: (x) if the Change in Control is not a 409A Change in Control, if higher); (ii) notwithstanding anything then such payment shall be paid to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by Executive on the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as later of the Date date such annual bonus would have ordinarily been paid in accordance with its terms and the sixtieth (60th) day after the date of Termination ortermination, and (y) if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at does result from an event that constitutes a level 409A Change in Control, then on the 60th day after the date of 100%;termination; and (iiiD) subject to Section 25(b), if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and Executive timely elects COBRA health continuationCoverage for continuation of coverage under the Health Plans, then the Company shall pay to the Employee a Executive monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution difference of the Executive’s premium costs for such COBRA Coverage for the Executive and the Executive’s dependents minus the active employee rate under the Health Plans (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) at the time of termination of employment until the earliest of (I) 12 months from the date of termination, (II) the Executive becoming eligible for medical benefits from a subsequent employer, or (III) the Executive and the Executive’s dependents otherwise ceasing to be eligible for COBRA Coverage (the “COBRA Payments”); provided, that unless subject to further delay as set forth in Section 25(b), the Company first payment of the COBRA Payments will made on the sixtieth (60th) day after the date of termination and will include payment of any amounts that would have made to provide health insurance otherwise be due prior thereto. Following any such termination all equity awards granted to the Employee if Executive shall be governed in accordance with the Employee had remained employed by terms of the Company; andapplicable grant agreements. (ivb) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date For purposes of Termination orthis Agreement, if later, the “Change in Control; provided, however, that if ” will mean the 60-day period begins in occurrence of one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in of the second calendar year by the last day of such 60-day period.following events:

Change in Control. During (a) Notwithstanding anything to the Termcontrary in this Agreement, if a Change in Control Event (as defined below) of the EmployeeCompany occurs during the term of this Agreement, and if within two years following such Change in Control Event either (1) the Company terminates Executive’s employment is terminated by the Company without Cause as provided in Section 3(dor (2) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):Reason: (i) the Company shall pay the Employee a lump sum in cash in to Executive an amount equal to the sum of (Aw) twelve the Severance Payment, which shall be distributable upon Executive’s Separation from Service, (12x) months the Pro Rata Bonus, which shall be distributable upon Executive’s Separation from Service, (y) the Accrued Obligations and (z) the entirety of Executive’s contributions and the Company’s contributions to Executive’s 401(k) plan account as if Executive were fully vested as of the Employee’s Base Salary Termination Date. This payment shall be in lieu of the payment otherwise payable under clause (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higheri) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higherof Section 6(b);. (ii) notwithstanding anything the Company shall also pay to the contrary in any applicable option agreement or stockExecutive a cash payment of $135,000 representing thirty-based award agreement, all stock options six (36) months of health and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%;welfare benefits contemplated under Section 4(a). (iii) if and, regardless of whether any of the Employee was participating in Equity Compensation has been assumed by any Successor Entity, the Company’s group health plan immediately prior to the Date provisions of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve clause (12ii) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; andof Section 6(b) will apply. (iv) The amounts upon a change in control all unassumed and unvested Equity Compensation shall vest immediately. (v) the total amount payable under Section 5(a)(iclauses (i)(w) and (iiix) and (ii) shall be paid or commence subject to and shall comply with Section 409A of the Code and shall be paid in a lump sum payment within 60 days the ten (10) day period commencing on the 60th day after the Date date of Termination or, if later, the Change in ControlExecutive’s Separation from Service; provided, however, that that, if Executive is a Specified Employee on the 60-day period begins in one calendar year and ends in a second calendar yeardate of Executive’s Separation from Service, such payment shall be paid within the ten (10) day period following the earlier of (x) the expiration of the six (6) month period commencing on the date of Executive’s Separation from Service, or commence to (y) the date of Executive’s death. Any Unpaid Annual Bonus shall be paid as set forth in the second calendar year by the last day of such 60-day periodSection 5(b)(i).

Change in Control. During In the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to event of a Change in Control (as ----------------- hereinafter defined) with respect to the Company, then each Holder of the Securities shall have the right, at the Holder's option, to require the Company to repurchase such Holder's Securities including any portion thereof which is $1,000 or within 18 months any integral multiple thereof on the date (the "Repurchase Date") that is 45 days after the date of the Repurchase Right Notice at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to and including the Repurchase Date (the "Repurchase Price"). Within 30 days after the occurrence of a Change in Control, thenthe Company is obligated to give notice of the occurrence of such Change in Control, subject and the procedure which such Holder must follow to exercise such right. To exercise the repurchase option, the Holder of a Security must deliver on or before the 30th day after the date of the Repurchase Right Notice, written notice to the signing Company of the Separation Agreement and Release Holder's exercise of such option together with the Security or Securities with respect to which the option is being exercised, duly endorsed for transfer. Exercise of the Repurchase Right by the Employee Holder of a Security will be irrevocable on and after five (5) Business Days prior to the Separation Agreement and Release becoming irrevocable and fully effectiveRepurchase Date, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): unless (i) the Company shall pay default in making the Employee repurchase payment when due, in which case a lump sum Holder who elects to exercise the Repurchase Right will retain the right to tender such Security in cash in an amount equal to the sum of (A) twelve (12) months payment of the Employee’s Base Salary then current Exercise Price of the Warrants (as defined in the Warrant Agreement dated as of March 31, 1997 between the Company and American Stock Transfer & Trust Company) until the close of business on the date such default is cured and such Security is repurchased, or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay otherwise, in its sole discretion, consent thereto. If any repurchase pursuant to the Employee a monthly cash payment for twelve (12) months or foregoing provisions constitutes an "issuer tender offer" as defined in Rule 13e-4 under the Employee’s COBRA health continuation periodExchange Act, whichever ends earlierthe Company will comply with the requirements of Rule 13e-4, in Rule 14e-1 and any other tender offer rules under the Exchange Act which then may be applicable, including the filing of an amount equal issuer tender offer statement on Schedule 13E-4 with the SEC and the furnishing of certain information contained therein to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodHolders.

Change in Control. During the Term, if during the EmployeeChange in Control Period, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his their employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable irrevocable, the time frame set forth in the Separation Agreement and fully effective, all within Release but in no event more than 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):Termination: (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) twelve (12) months of the EmployeeExecutive’s then current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the EmployeeExecutive’s Target Annual Incentive Compensation Bonus for the then-current year (or the Employee’s Target Annual Incentive Compensation “Change in effect immediately prior to Control Payment”), provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher);applicable, paid or to be paid in the same calendar year; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards subject to time-based vesting held by the Employee Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination oror (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, if later, no additional vesting of the Change in Control Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%;the Accelerated Vesting Date; and (iii) if the Employee was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the active employees’ rate and elects COBRA health continuationthe Executive’s proper election to receive benefits under COBRA, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee Executive if the Employee Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company will convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company; and (iv) ’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 5(a)(i) and (iii6(a) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control. During In the Term, if event that Executive's employment with the Employee’s employment Company is terminated by pursuant to Section 8(a) above at any time during the Company without Cause as provided in Section 3(dperiod commencing on the sixtieth (60th) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to day preceding a Change in Control or within 18 months after a Change and continuing through the second anniversary thereof (the "CIC Period"), then in Controllieu of its obligations pursuant to Section 8(a) above, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): Company will: (i) for a period of twelve (12) months from the Company shall date of such termination or resignation, continue to pay the Employee Base Salary (as in effect on the date of such termination or resignation) to Executive in accordance with Section 4(a) of this Agreement; (ii) provide continuing medical coverage described in section 4980B of the Internal Revenue Code of 1986, as amended (sometimes referred to as "COBRA coverage") at a lump sum rate not to exceed the required employee contribution for such medical coverage provided for the Company's active employees (which period will be counted toward the Company's obligation to provided COBRA coverage); (iii) permit Executive to continue to participate, at employee contribution rates, in cash in the Company's life and accidental death policies (or substantially similar benefits) provided to Executive immediately prior to termination or resignation; (iv) pay to Executive an amount equal to the sum of targeted maximum Annual Bonus; (Av) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in Executive an amount equal to the monthly employer contribution targeted maximum Annual Bonus, less any portion of the Annual Bonus already paid to Executive, pro-rated on the basis of (A) a 365 day year and (B) the number of days during such calendar year that the Company would have made to provide health insurance to the Employee if the Employee had remained Executive was employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iiivi) shall be paid or commence accelerate the vesting of the one hundred percent (100%) of the Options. Thereafter, the Options will continue to be paid within 60 days after subject to the Date terms, definitions and provisions of Termination or, if laterthe Stock Plan and Option Agreement. Following the expiration of the CIC Period the provisions of Section 8(a) will be in full force and effect. Except as may be otherwise specifically provided in an amendment of this Section 8 adopted in accordance with Section 20, the Change Executive's rights under this Section 8 will be in Control; providedlieu of any benefits that may be otherwise payable to or on behalf of the Executive pursuant to the terms of any severance pay arrangement of the Company or any of its Affiliates or any other, however, that if similar arrangement of the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid Company or commence to be paid in the second calendar year by the last day any of such 60-day periodits Affiliates providing benefits upon involuntary termination of employment.

Change in Control. During Notwithstanding anything else herein to the Termcontrary, if as soon as practicable after the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after occurrence of a Change in Control, thenif any, the following shall occur: (a) All Key Employees may, regardless of whether still an employee of any Participating Company, elect to cancel all or any portion of any Option no later than ninety (90) days after the Change in Control, in which event the Company shall pay to such electing Key Employee, an amount in cash equal to the excess, if any, of the Current Market Value (as defined below) of the shares of Stock, including Restricted Stock or Deferred Stock, subject to the signing Option or the portion thereof so cancelled over the option price for such shares; PROVIDED, HOWEVER, that no Key Employee shall have the right to elect cancellation unless and until at least six (6) months have elapsed after the date of grant of the Separation Agreement option and Release by provided, further, that, if the Key Employee and is no longer an employee of any Participating Company, the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after Option is exercisable at the Date time of Termination (or such shorter time period provided the Change in the Separation Agreement and Release):Control. (ib) All Performance Periods shall end and the Company shall pay the each Key Employee a lump sum an amount in cash in an amount equal to the sum value of such Key Employee's Performance Units, if any, based upon the Stock's Current Market Value, in full settlement of such Performance Units. (Ac) twelve (12) months All Restriction Periods shall end and the Company shall pay each Key Employee an amount in cash equal to the Current Market Value of the Employee’s Base Salary Restricted Stock held by, or on behalf of, each Key Employee in exchange for such Restricted Stock. (d) All Deferral Periods shall end and the Company shall pay to each Key Employee an amount in cash equal to the current Market Value of the number of shares of Stock equal to the number of shares of Deferred Stock credited to such Key Employee in full settlement of such Deferred Stock. (e) The Company shall pay to each Key Employee all amounts, if any, deferred by such Key Employee under the Plan which are not Performance Units, Restricted Stock or Deferred Stock. (f) The Company may reduce the Employee’s Base Salary in effect immediately amount due any Key Employee under this Section by the unpaid balance, if any, of the principal of any loans to such Key Employee under Section 10. (g) For purposes of this Section 15, "Current Market Value" means the highest "Closing Price" during the period (the "Reference Period") commencing thirty (30) days prior to the Change in Control and ending thirty (30) days after the Change of Control; provided that, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable occurs as a result of a tender offer or exchange offer, or a merger, purchase of assets or stock or other transaction approved by stockholders of the Company, Current Market Value means the higher of (i) the highest Closing Price during the Reference Period, or (ii) the highest price paid per share pursuant to such options tender offer, exchange offer or awards transaction. The "Closing Price" on any day during the Reference Price means the closing price per share of Stock based upon composite transactions on the national stock exchanges that day. If there is no public market for the Company's Stock at the applicable time, "Current Market Value" shall be deemed satisfied established at a level the discretion of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date Board of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodDirectors.

Change in Control. During (a) In the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to event of a Change in Control in which the Restricted Stock Units will not be continued, assumed or within 18 months after a Change in Controlsubstituted with Substitute Awards (as defined below), then, subject to the signing all of the Separation Agreement and Release by Restricted Stock Units not otherwise forfeited shall vest immediately on the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect day immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as date of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that in the event of a Change in Control occurring prior to the Compensation Committee Certification, the Operating Income requirements of the Target Level in Section 5(c) of this Agreement shall automatically be deemed satisfied for purposes of determining the number of Restricted Stock Units that will be forfeited and will vest. (b) In the event of a Change in Control (i) occurring prior to the Compensation Committee Certification, and (ii) following which the Restricted Stock Units will be continued, assumed or substituted with Substitute Awards, no Compensation Committee Certification shall be required and the Operating Income requirements of the Target Level in Section 5(c) of this Agreement shall be automatically deemed satisfied, with such number of Substitute Awards not otherwise forfeited vesting in three equal annual installments on the dates set forth in Section 5(c) of this Agreement, unless otherwise accelerated pursuant to Section 5(e). (c) In the event of a Change in Control (i) occurring following the Compensation Committee Certification, and (ii) following which the Restricted Stock Units will be continued, assumed or substituted with Substitute Awards, any Substitute Awards not otherwise forfeited shall vest in three equal annual installments on the dates set forth in Section 5(b), 5(c) or 5(d) of this Agreement, as applicable, unless otherwise accelerated pursuant to Section 5(e). (d) If the Restricted Stock Units are substituted with Substitute Awards as set forth in subclauses (b) or (c) of this Section 6, and within 12 months following the Change in Control the Grantee is terminated by the Successor (or an affiliate thereof) without Cause (as defined above) or resigns for Good Reason, the Substitute Awards not otherwise forfeited shall immediately vest upon such termination or resignation; provided, however, that if the 60-day period begins in one calendar year and ends in Company determines that the Grantee is a second calendar year“specified employee” within the meaning of Section 409A, then to the extent any payment under this Agreement on account of the Grantee’s separation from service would be considered nonqualified deferred compensation under Section 409A, such payment shall be paid or commence to be paid in delayed until the second calendar year by earlier of (i) the last date that is six months and one day after the date of such 60-separation from employment, or (ii) the date of Grantee’s death. (e) Unless otherwise specified above in Section 5(e) or 6(d), on the first business day periodafter each vesting date set forth in Sections 6(a), (b), (c) or (d), as applicable, the Company shall deliver to Grantee the shares of stock to which the Restricted Stock Units or Substitute Awards relate. (f) The following definitions shall apply to this Section 6:

Change in Control. During 4.1 The Company’s Board of Directors has determined that it is appropriate to reinforce and encourage the Termcontinued attention and dedication of members of the Company's management, if including the Employee’s employment is terminated by , to their assigned duties without distraction in potentially disturbing circumstances arising from the Company without Cause as provided possibility of a change in Section 3(dcontrol of the Company. 4.2 In the event that within one hundred and eighty (180) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to days of a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): as defined below) (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of is terminated, or (ii) (A) twelve (12) months of the Employee’s Base Salary status, title, position or responsibilities are materially reduced; (or the B) Employee’s Base Salary in effect immediately compensation is materially diminished as compared to the compensation payable prior to the Change in Control, if higher; (C) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior Employee is required to undertake substantial new business-related travel due to the Change in Control, if higher); ; or (iiD) notwithstanding anything the Company relocates the location of its offices such that Employee would be reasonably expected to the contrary in any applicable option agreement or stock-based award agreement, all stock options move his primary residence and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuationterminates his Employment, then the Company shall pay and/or provide to the Employee a monthly cash payment for twelve Employee, the following compensation and benefits: (12a) months or The Company shall pay the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to lieu of any other payments due hereunder, (i) the monthly employer contribution that Accrued Compensation and (ii) the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the CompanySeverance Payment; and (ivb) The amounts payable conditions to the vesting of any outstanding stock options or other incentive awards (including restricted stock, stock options and granted performance shares or units (collectively, the “Awards”) granted to the Employee under Section 5(a)(i) and (iii) any of the Company’s benefit plans, or under any other incentive plan or arrangement, shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year deemed void and ends in a second calendar year, all such payment Awards shall be paid or commence immediately and fully vested and exercisable and such Awards shall be deemed amended to be paid in provide that the second calendar year by Awards shall remain exercisable for the last day duration of such 60-day periodtheir original term.

Change in Control. During (a) If, during the Term, if the Employee’s there should be a Change of Control (as defined herein), and within one year thereafter either (i) Executive's employment is should be terminated by the Company without for any reason other than for Cause as provided in Section 3(dor (ii) or the Employee Executive terminates his Executive's employment for Good Reason as provided (other than under Section 4.4(c)(vi)), Company shall, on or before Executive's last day of full-time employment hereunder, pay to Executive, the amounts set forth in Section 3(e)4.4 above, provided that it is the intention of the parties that the payments under this Section 4.5 shall not constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended. Accordingly, notwithstanding anything in either case within three (3) months prior this Agreement to a the contrary, if any of the amounts otherwise payable under this Section would constitute "excess parachute payments," or if the independent accountants acting as auditors for Company on the date of the Change in Control determine that such payments may constitute "excess parachute payments," then the amounts otherwise payable under this Agreement shall be reduced to the maximum amounts that may be paid without any such payments constituting, or within 18 months after potentially constituting, "excess parachute payments." (b) Upon the occurrence of a Change in Control, thenany stock options previously granted to Executive that are not then exercisable, subject ie. unvested, shall immediately vest and become exercisable by Executive . The Company shall execute all necessary amendments to the signing applicable stock option plans and agreements provided such amendments are permitted by law and will not adversely affect the tax status or qualification of the Separation Agreement and Release by plan as an Incentive Stock Option Plan or Non-qualified Stock Option Plan. (c) Upon making the Employee and the Separation Agreement and Release becoming irrevocable and fully effectivepayments described in this Section 4.5, all within 60 days Company shall have no further obligation to Executive hereunder. (d) A "Change in Control" of Company shall be deemed to have occurred if: (1) at any time after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): date hereof, there shall occur (i) any consolidation or merger of Company in which Company is not the continuing or surviving corporation or pursuant to which the shares of common stock of Company shall pay the Employee ("Common Stock") would be converted into cash, securities or other property, or (ii) any sale, lease, exchange or other transfer (in one transaction or a lump sum in cash in an amount equal to the sum series of (Arelated transactions) twelve (12) months of assets accounting for 50% or more of total assets or 50% or more of the Employee’s Base Salary total revenues of Company, other than, in case of either (i) or (ii) a consolidation or merger with, or transfer to, a corporation or other entity of which, or of the parent entity of which, immediately following such consolidation, merger or transfer, (x) more than 50% of the combined voting power of the then outstanding voting securities of such entity entitled to vote generally in the election of directors (or other determination of governing body) is then beneficially owned (within the Employee’s Base Salary in effect meaning of Rule 13d-3 under the Securities Exchange Act of 1934) by all or substantially all of the individuals and entities who were such owners of Common Stock immediately prior to such consolidation, merger or transfer in substantially the Change same proportion, as among themselves, as their ownership of Common Stock immediately prior to such sale consolidation, merger or transfer, or (y) a majority of the directors (or other governing body) consists of members of the Board of Directors of Company in Controloffice on the date hereof for purposes of (2) below or approved as provided in (2) below; (2) at any time after the date hereof, if higher(x) members of the Board of Directors of Company in office on the date hereof (including any designated as contemplated by Section 4.2 of the Stock Purchase Agreement made as of April 16, 1998 between Company and David Brodsky) plus (By) one any nex xxxxxxxx (1xxcluding a director designated by a person or group who has entered into an agreement with Company to effect a transaction described in Section 4.5(d)(1)) times whose election by the Employee’s Target Annual Incentive Compensation Board of Directors of Company or nomination for election by Company's stockholders was approved by (i) Executive (if a director) or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as a vote of at least a majority of the Date directors then still in office who either were directors on the date hereof or whose election or nomination for election was previously so approved, shall cease for any reason to constitute a majority of Termination the Board; or, if later (3) at any time after the date hereof, the stockholders of Company approve a complete liquidation or dissolution of Company, except in connection with a recapitalization or other transaction which does not otherwise constitute a Change in of Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level for purposes of 100%; (iiiSection 4.5(a)(1) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodabove.

Change in Control. During the Term, if within 12 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his the Executive’s employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):Termination: (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to one times the sum of (A) twelve (12) months of the EmployeeExecutive’s then current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one the Executive’s target annual incentive compensation for the then- current year (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation “Change in effect immediately prior to Control Payment”), provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher);applicable, paid or to be paid in the same calendar year; and (ii) notwithstanding anything to the contrary except as otherwise expressly provided in any applicable option agreement or other stock-based award agreement, effective as of the later of (i) the Date of Termination, or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), all stock options and other stock-based awards held by the Employee Executive that are subject to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as nonforfeitable. Notwithstanding anything to the contrary in the applicable plans and/or award agreements governing the Time-Based Equity Awards any termination or forfeiture of unvested shares underlying the Time-Based Equity Awards that could vest pursuant to this Section 5(a)(ii) and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent the Time- Based Equity Awards do not vest pursuant to this Section 5(a)(ii). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination or, if later, and the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%;Accelerated Vesting Date; and (iii) if the Employee was participating Executive properly elects to receive benefits under COBRA, 12 months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health plan coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination and elects COBRA health continuationfor a period of 12 months. For the avoidance of doubt, then the Company shall pay to the Employee a monthly cash payment taxable payments described above may be used for twelve (12) months or the Employee’s COBRA health any purpose, including, but not limited to, continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Companycoverage under COBRA; and (iv) The amounts payable under Section Sections 5(a)(i) and (iii) ), to the extent taxable, shall be paid or commence to be paid on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period.

Change in Control. During If, during the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(dperiod beginning sixty (60) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months days prior to a Change in Control or within 18 months after and ending two (2) years immediately following a Change in Control, theneither (A) Company terminates the Executive’s employment without Cause, subject to (B) the signing Executive’s death occurs, (C) the Executive becomes Disabled, or (D) the Executive terminates his employment with Company for any reason, in each case constituting a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986 (the “Code”) (“Separation Agreement and Release by from Service”), then: (A) Company shall pay to Executive, in a single lump sum within fourteen (14) calendar days of the Employee and Termination Date: an amount equal to (1) two hundred percent (200%) of Executive’s then-current Base Salary; plus (2) two hundred percent (200%) of the Separation Agreement and Release becoming irrevocable and fully effectivelargest Annual Bonus (including the amount of any Additional Bonus, all within 60 days after the Date of Termination if applicable) paid to (or such shorter time period provided due to be paid to) Executive for the year in which the Termination Date occurred or any year in the Separation Agreement and Release):three calendar year period immediately preceding the Termination Date; ​ (iB) the if Executive timely elects continuation coverage under COBRA, then Company shall pay the Employee COBRA premiums for Executive and his eligible dependents directly to the applicable insurer(s) during the COBRA continuation period; (C) Company shall pay to Executive, in a single lump sum in cash in within fourteen (14) calendar days of the Termination Date, an amount equal to the sum of (A) twelve (12) months all outstanding amounts owed to Executive for services performed by Executive for or on behalf of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in ControlPartnership Parties, if higher) plus (B) one including, without limitation, (1) times the Employeeamount of Executive’s Target Annual Incentive Compensation accrued but unpaid then current Base Salary through the Termination Date, and (or the Employee’s Target Annual Incentive Compensation in effect immediately prior 2) to the Change in Controlextent not yet ​ paid to Executive, (a) the amount of Executive’s Annual Bonus for the last full year during which Executive performed services for the Partnership Parties (including the amount of any Additional Bonus, if higherapplicable);, and (b) the amount of Executive’s Annual Bonus for the current year, based on Executive’s Annual Bonus for such last full year (including the amount of any Additional Bonus, if applicable) and pro-rated based on Executive’s Termination Date; and ​ (iiD) notwithstanding anything any units which may have been awarded to Executive under the contrary Plan shall vest in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable full as of the Date date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating convert into Common Units as set forth in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.applicable award agreement. ​

Change in Control. During If (i) anytime between 3 months before and 12 months after a Change in Control, the Term, if the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d) or the Employee Executive terminates his the Executive’s employment for Good Reason as provided in Section 3(e4(e), in either case (ii) the Executive signs the Release within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 21 days after the Date of Termination (or such shorter other time period provided as is required by law to make the Release effective and is set forth in the Separation Agreement Release) of the receipt of the Release and Release):does not revoke the Release during the seven-day revocation period, and (iii) the Executive complies with the Restrictive Covenants, then (i) the Company shall pay the Employee a lump sum in cash in Executive an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the EmployeeExecutive’s Target Annual Incentive Compensation (then annual Base Salary and such amount shall be paid out in a lump sum on the first payroll date after the Date of Termination or the Employee’s Target Annual Incentive Compensation in effect immediately prior expiration of the seven-day revocation period for the Release, if later; provided, however, if the Company has not provided the Executive with a form of Release reasonably satisfactory to the Change Company by February 1st following the calendar year in Control, if higher)which the Date of Termination occurs then such amount shall be paid out no later than March 15th following the calendar year in which the Date of Termination occurs; (ii) notwithstanding anything to upon the contrary in any applicable option agreement or stock-based award agreementDate of Termination, all stock options and other stock-based awards held by the Employee Executive in which the Executive is not vested shall immediately accelerate fully vest and such vested amount shall become fully exercisable or nonforfeitable as of the Date of Termination or(and with respect to each stock option, if later, the Change in Control and any performance criteria applicable to such options or awards stock option shall be deemed satisfied at a level exercisable until the earlier of 100%;3 months after the Date of Termination or the date of expiration of the stock option pursuant to the applicable plan and/or award agreement pursuant to which the stock option was granted); and (iii) if the Employee was participating Company shall allow the Executive to continue to participate, at the Executive’s election, in the Company’s group then current health insurance plan immediately prior and any other Company plan in which employees are generally permitted to continue to participate post-termination of employment, and in which the Date Executive was enrolled at the time of Termination such termination and elects COBRA health continuation, then at the Company shall pay to Company’s expense for the Employee a monthly cash payment for initial period of twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after from the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if such continued participation shall in all cases be subject to the 60applicable law and the plan’s terms and conditions governing participation by non-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day employees after their termination of such 60-day periodemployment.

Change in Control. During the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d(a) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Effect of “Change in Control.” Subject to Section 9(a)(iv), then, subject and if and only to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period extent provided in the Separation Agreement and ReleaseAward Agreement, or to the extent otherwise determined by the Committee, upon the occurrence of a “Change in Control,” as defined in Section 9(b): (i) Any Option or Stock Appreciation Right that was not previously vested and exercisable as of the Company time of the Change in Control, shall pay become immediately vested and exercisable, subject to applicable restrictions set forth in Section 10(a) hereof. (ii) Any restrictions, deferral of settlement, and forfeiture conditions applicable to a Restricted Stock Award, Deferred Stock Award or an Other Stock-Based Award subject only to future service requirements granted under the Employee a lump sum Plan shall lapse and such Awards shall be deemed fully vested as of the time of the Change in cash in an amount equal Control, except to the sum extent of any waiver by the Participant and subject to applicable restrictions set forth in Section 10(a) hereof. (Aiii) twelve (12) months With respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, the Committee may, in its discretion, deem such performance goals and conditions as having been met as of the Employee’s Base Salary date of the Change in Control. (iv) Notwithstanding the foregoing, if in the event of a Change in Control the successor company assumes or substitutes for an Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award, then each outstanding Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award shall not be accelerated as described in Sections 9(a)(i), (ii) and (iii). For the Employee’s Base Salary purposes of this Section 9(a)(iv), an Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award shall be considered assumed or substituted for if following the Change in effect Control the award confers the right to purchase or receive, for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award immediately prior to the Change in Control, if higherthe consideration (whether stock, cash or other securities or property) plus (B) one (1) times received in the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and any performance criteria applicable to such options or awards shall be deemed satisfied at if holders were offered a level choice of 100%; (iii) if consideration, the Employee was participating in the Company’s group health plan immediately prior to the Date type of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed consideration chosen by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after holders of a majority of the Date of Termination or, if later, the Change in Controloutstanding shares); provided, however, that if such consideration received in the 60transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-day period begins Based Award, for each Share subject thereto, will be solely common stock of the successor company or its parent or subsidiary substantially equal in one calendar year and ends fair market value to the per share consideration received by holders of Shares in the transaction constituting a second calendar year, Change in Control. The determination of such payment substantial equality of value of consideration shall be paid or commence to be paid in the second calendar year made by the last day of such 60-day periodCommittee in its sole discretion and its determination shall be conclusive and binding.

Change in Control. During the Term, if the Employee’s employment 1. This Section is terminated by the Company without Cause as provided in Section 3(d) or intended to provide the Employee terminates his with reasonable protections against possible adverse employment for Good Reason as provided consequences resulting from a "Change in Section 3(e), Control" or in either case within three (3) months prior to Anticipation of a "Change in Control". 2. Immediately upon a Change in Control (the "CIC Date"), if the Employee is employed by the Company or within 18 months after if the employment of the Employee was terminated by the Corporation for any reason in Anticipation of a Change in Control, then, subject to the signing of the Separation Agreement and Release by Corporation shall pay the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):following: (ia) The Corporation shall immediately upon the Company shall CIC Date pay the Employee a lump sum payment, in cash cash, equal to any salary payments earned but not paid through the CIC Date plus a pro-rata bonus equal to the product of (1) the Employee's highest annual bonus earned (whether paid or unpaid) during any one of the last five (5) fiscal years that ended prior to the CIC Date (or, in each case, such lesser period for which annual bonuses were paid or payable to the Employee) (the "Bonus Amount") multiplied by (2) a fraction, the numerator of which is the number of days elapsed from the start of the fiscal year in which the Change in Control occurs through the CIC Date and the denominator of which is 365; and (b) The Corporation shall immediately upon the CIC Date pay the Employee a lump sum payment, in cash, in an amount equal to three times the sum of (A1) twelve (12) months of the Employee’s Base Salary (or 's annual base salary at the Employee’s Base Salary rate in effect immediately prior to the Change in ControlControl (including all amounts of his base salary that are deferred under the qualified and non-qualified employee benefit plans of the Company or any other agreement or arrangement) (the "Base Amount") and (2) the Bonus Amount; and (c) The Corporation shall pay all premiums on behalf of, and at no additional cost to the Employee, for the benefit of the Employee and his spouse and any dependents, for 36 months from the CIC Date (regardless of whether the employment of the Employee is terminated for any reason), on all employee benefit programs and arrangements, including but not limited to health insurance, including employee medical plan benefits, group life insurance, individual life insurance coverage, accidental death and dismemberment coverage, long term disability coverage, and other fringe benefits or benefit plans generally afforded other executive officers of the Corporation. If any such coverage cannot be maintained because of requirements of the insurance or other companies providing such benefits, the Corporation shall provide and pay for alternative coverage providing essentially identical benefits at no additional cost to the Employee. In the event that the Employee's employment is terminated for any reason during the above period, the remaining portion of such period is to be in addition to that period of time that the Employee may elect COBRA coverage under such applicable benefit plans. In this regard, it is the specific agreement of the parties that, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation 's employment has terminated, those benefits which are typically available under COBRA coverage, at the expense of the Employee, will be available to the Employee at his expense for a period of 18 months following the expiration of the 36 months listed above, even though COBRA coverage might otherwise be unavailable as provided by law; and (d) For a period of at least 36 months following the CIC Date, the Corporation shall continue to make available, at its expense, a cellular telephone and a company vehicle of the make and model to which the Employee is entitled in accordance with the vehicle policy in effect as of the CIC Date; and (e) In lieu of shares of common stock of the Corporation issuable upon exercise of outstanding options granted to the Employee under the Corporation's stock option plans, the Employee shall surrender on the CIC Date to the Corporation his rights in all outstanding stock options then exercisable, which are held by him, and upon such surrender the Corporation shall pay the Employee an amount in cash equal to the aggregate difference, on a per share basis, between (i) the option prices of the shares subject to such surrendered options; and (ii) the higher of the average aggregate price per share paid (in cash or other consideration) in connection with any Change in Control or the Employee’s Target Annual Incentive Compensation in effect immediately prior then fair market value of the shares, whichever is greater; and (f) Employee will likely be required to the employ a reputable national accounting firm to assist and advise him with respect to his finances following a Change in Control. To compensate Employee for the costs which he will likely incur, if higher);the Corporation will pay to Employee at the CIC Date an amount equal to 20% of the sum of the Base Amount and the Bonus Amount; and (iig) notwithstanding anything The Corporation shall continue to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by cover the Employee shall immediately accelerate under its Directors and become fully exercisable or nonforfeitable Officers liability insurance policy in substantially the form of coverage as of the Date of Termination or, if later, the Change such policy may be in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay effect as to the Employee a monthly cash payment on the CIC Date, for twelve the longer of thirty six (1236) months following the CIC Date or such period as similar such coverage is maintained by the Employee’s COBRA health continuation periodCorporation, its successors or assigns for the benefit of former directors and officers, whichever ends earlierperiod is longer; and (h) For 36 months following the CIC Date, the Corporation shall continue to provide the Employee with a reasonable secretarial assistance, a voice mailbox, a laptop computer, an email account and a mail drop service. (i) The Corporation shall pay the Employee a lump sum payment in an amount equal to difference between the monthly employer contribution present values of (1) the Employee's retirement benefit under the Corporation Retirement Plan (the "Retirement Plan"), determined on the date of termination as if the Employee were credited with an additional three Years of Credited Service (as such term is defined in the Retirement Plan) and annual compensation continued at the same rate as in effect on the CIC Date under the Retirement Plan and (2) the Employee's retirement benefit under the Retirement Plan, determined on the date of termination based on the Employee's actual Years of Credited Service under the Retirement Plan. 3. The Corporation shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) incurred by the Employee as they become due as a result of the Employee seeking to obtain or enforce any right or benefit provided by this Agreement (including, but not limited to, any such fees and expenses incurred in connection with (i) the dispute and (ii) the Gross-Up Payment whether as a result of any applicable government taxing authority proceeding, audit or otherwise) or by any other plan or arrangement maintained by the Corporation under which the Employee is or may be entitled to receive benefits). 4. In the event that the Company would have any benefits provided and/or payments made to provide health insurance or on behalf of Employee pursuant to this Section V (other than those payments pursuant to Section V paragraph 2 (a) and Section V paragraph 2 (b)) are deemed to be taxable to the Employee if for federal or state income tax purposes, the Corporation agrees to tax protect such payments by grossing up said taxable amount, using the highest marginal Federal and State income tax rates in effect (including FICA and Medicare taxes) for that year and paying to the Employee had remained employed such additional amounts. Said payment amounts shall be calculated quarterly (on a calendar-year basis) and paid to the Employee by the Company; andfifteenth day of the second month following the close of each quarter. Final adjustments, if any, will be made for each calendar year by March 15 of the following calendar year and paid to the Employee by that date. (iva) The In the event it shall be determined that any payment (other than the payment provided for in this Section) or distribution of any type to or for the benefit of the Employee, by the Corporation, any of its affiliates, any person who acquires ownership or effective control of the Corporation or ownership of a substantial portion of the Corporation's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Employee shall be deemed to pay federal, state and local income taxes and employment taxes at the highest marginal rate of federal, state and local income taxation and employment taxation in the calendar year in which the Gross-Up Payment is to be made and/or the calendar year in which the CIC Date occurs, as applicable, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. (b) All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this subsection, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment and amounts relevant to the last sentence of this subsection shall be made by an independent accounting firm selected by the Employee from among the four largest accounting firms in the United States (the "Accounting Firm"), which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Corporation and the Employee by no later than ten days following the CIC Date, if applicable, or such earlier time as is requested by the Corporation or the Employee. If the Accounting Firm determines that no Excise Tax is payable under Section 5(a)(iby the Employee, it shall furnish the Employee and the Corporation with an opinion reasonably acceptable to the Employee and the Corporation that no Excise Tax is payable (including the reasons therefor) and that he has substantial authority not to report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within ten (iii10) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to the Corporation or the Employee. Any determination by the Accounting Firm shall be binding upon the Corporation and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Corporation should have been made ("Underpayment"), or that Gross-Up Payments will have been made by the Corporation which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Employee as a result of such Underpayment) shall be promptly paid by the Corporation to or commence to be paid within 60 days after for the Date benefit of Termination orthe Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of the Corporation, take such steps as are reasonably necessary (including, if laterreasonable, the Change in Control; filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Corporation, and otherwise reasonably cooperate with the Corporation to correct such Overpayment, provided, however, that if (i) Employee shall not in any event be obligated to return to the 60Corporation an amount greater than the net after-day period begins in one calendar year tax portion of the Overpayment that he has retained or has recovered as a refund from the applicable taxing authorities and ends (ii) this provision shall be interpreted in a second calendar yearmanner consistent with the intent to make the Employee whole, such payment on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to the Corporation an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid or commence by the Corporation. 6. In the event that the Corporation determines that the payment of any amounts under this Agreement prior to be paid January 1, 2007 would result in the second calendar year imposition of an excise tax under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and an independent accounting firm selected by the last day Employee from among the four largest accounting firms in the United States agrees with such determination by the Corporation, the payment of such 60amounts shall be delayed until the first business day after December 31, 2006 or the CIC Date, whichever is later. 1. Employer desires Employee to agree not to compete with the Corporation in the event of the termination of employment following a Change in Control or in Anticipation of a Change In Control. Employer is not willing to enter into this Agreement without such a covenant. As additional consideration for the agreement of Employer to make payments to or otherwise compensate Employee under this Agreement, Employer has required Employee to give a Non-day periodCompetition Covenant. Employer may not waive the non-competition obligations in this Section and be relieved of any of its other obligations under this Agreement. 2. In the event of a Change in Control or in Anticipation of a Change in Control, for the eighteen-month period following the termination of Employee's employment with the Corporation for any reason, Employee shall not, without the prior written consent of the Board of Directors of the Corporation, which consent may be withheld at the sole, absolute and uncontrolled discretion of such Board of Directors, engage or participate in, assist or have an interest in, whether as an officer, director, partner, owner, employee or otherwise, the operation, management or conduct of any business or enterprise that engages in the cotton seed breeding, production and marketing process in the same geographical area with any line of business in which the Corporation is now engaged. 3. Nothing in this Section shall prohibit Employee from acquiring or holding, for investment purposes only, securities or ownership interest of any entity which may compete directly or indirectly with the Corporation. 4. Nothing in this Section shall prohibit the Employee from seeking or securing employment with a corporation which has a subsidiary or affiliate whose business activities include cotton seed breeding, production and marketing so long as Employee's job duties and responsibilities do not require or allow the Employee to directly engage in any activities which would be in violation of this Section, and so long as he does not violate any of his confidentiality obligations to the Corporation as referred to in Section VIII. 5. In the event of a breach of this Agreement by Employee, Employer may seek injunctive relief to prohibit the Employee from engaging in prohibited competition and/or Employer may initiate legal proceedings to collect actual damages to Employer resulting from such breach. A breach by Employee shall not allow Employer to terminate its obligations to Employee under the other provisions of this Agreement.

Change in Control. During If (i) anytime between 3 months before and 12 months after a Change in Control, the Term, if the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d) or the Employee Executive terminates his the Executive’s employment for Good Reason as provided in Section 3(e4(e), in either case (ii) the Executive signs the Release within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 21 days after the Date of Termination (or such shorter other time period provided as is required by law to make the Release effective and is set forth in the Separation Agreement Release) of the receipt of the Release and Release):does not revoke the Release during the seven-day revocation period, and (iii) the Executive complies with the Restrictive Covenants, then (i) the Company shall pay the Employee a lump sum in cash in Executive an amount equal to 1.5 times the Executive’s then annual Base Salary and such amount shall be paid out in a lump sum on the first payroll date after the Date of (A) twelve (12) months Termination or the expiration of the Employee’s Base Salary (or seven-day revocation period for the Employee’s Base Salary in effect immediately prior Release, if later; provided, however, if the Company has not provided the Executive with a form of Release reasonably satisfactory to the Change Company by February 1st following the calendar year in Control, if higher) plus (B) one (1) times which the Employee’s Target Annual Incentive Compensation (or Date of Termination occurs then such amount shall be paid out no later than March 15th following the Employee’s Target Annual Incentive Compensation calendar year in effect immediately prior to which the Change in Control, if higher)Date of Termination occurs; (ii) notwithstanding anything to upon the contrary in any applicable option agreement or stock-based award agreementDate of Termination, all stock options and other stock-based awards held by the Employee Executive in which the Executive is not vested shall immediately accelerate fully vest and such vested amount shall become fully exercisable or nonforfeitable as of the Date of Termination or(and with respect to each stock option, if later, the Change in Control and any performance criteria applicable to such options or awards stock option shall be deemed satisfied at a level exercisable until the earlier of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) 3 months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination oror the date of expiration of the stock option pursuant to the applicable plan and/or award agreement pursuant to which the stock option was granted); and (iii) the Company shall allow the Executive to continue to participate, if laterat the Executive’s election, in the Change Company’s then current health insurance plan and any other Company plan in Controlwhich employees are generally permitted to continue to participate post-termination of employment, and in which the Executive was enrolled at the time of such termination and at the Company’s expense for the initial period of 18 months from the Date of Termination; provided, however, that if such continued participation shall in all cases be subject to the 60applicable law and the plan’s terms and conditions governing participation by non-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day employees after their termination of such 60-day periodemployment.

Change in Control. During (i) Upon a Change in Control of the TermCompany, notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, the vesting schedule for stock options and other stock-based awards held by the Executive as of the date of such Change in Control shall immediately accelerate by one hundred percent (100%) and such accelerated awards become fully exercisable, vested and/or nonforfeitable as of the date of such Change in Control. (ii) In addition, if within twelve (12) months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the Executive signing a Release and, if applicable, the expiration of the Separation Agreement seven-day revocation period for the Release within the 60 day period following the Date of Termination: (A) the Company shall pay the Executive an amount equal to the sum of (x) one times the Executive’s Base Salary and Release by (y) one times the Employee and Executive’s target annual incentive compensation for the Separation Agreement and Release becoming irrevocable and fully effective, all then current fiscal year (the “CIC Amount”). The CIC Amount shall be paid within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash cash; provided that if such 60 days period begins in an amount equal to one calendar year and ends in a second calendar year, the sum of (A) twelve (12) months of CIC Amount shall be paid in the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Controlsecond calendar year; and provided further, that if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options does not constitute a “change in ownership or awards effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company for purposes of Section 409A of the Code, the CIC Amount shall be deemed satisfied paid at a level of 100%;the same time and on the same schedule as provided in Section 4(b)(i) with respect to the Severance Amount; and (iiiB) if the Employee Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuationTermination, then the Company shall pay to the Employee Executive a monthly single lump sum cash payment for equal to twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the of monthly employer contribution contributions that the Company would have made to provide health insurance to the Employee Executive if the Employee Executive had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control. During In the Term, if the Employee’s employment event there is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control of Company (which term is defined in Section 22), then: 10.5.1 In the event this Agreement is terminated on or within 18 months after prior to the first anniversary of a Change in of Control: (a) by us under Section 10.1 by reason of your death or disability or under Section 10.2 (Employer’s No Cause Termination) or (b) by you under Section 10.3 (Employee’s Good Cause Termination), thenthen all of your options, subject to SARs or Other Rights, if any, which would have vested but for such termination during the signing shorter of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the date of termination or the remainder of the Specified Term shall become vested and immediately exercisable. However, so long as you remain employed by us after a Change of Control, your options, SARs or Other Rights would not be accelerated, and if your employment was terminated by us under Section 10.1 (Employer’s For Cause Termination), other than by reason of death or disability, or by you under Section 10.4 (Employee’s Base Salary No Cause Termination), your stock options, SARs or Other Rights would be exercisable only to the extent they were exercisable at the date of termination. 10.5.2 If the Change of Control results from an exchange of outstanding common stock as a result of which the common stock of MGM MIRAGE is no longer publicly held, then all your options to purchase common stock of MGM MIRAGE, SARs and Other Rights will vest or be exercisable, as applicable, at the time or times they would otherwise have vested or been exercisable for the consideration (cash, stock or otherwise) which the Employeeholders of MGM MIRAGE common stock received in such exchange. For example, if immediately prior to the Effective Date, you had vested and exercisable options to acquire 5,000 shares of MGM MIRAGE’s Base Salary common stock and the exchange of stock is one share of common stock of MGM MIRAGE for two shares of common stock of the acquiring entity, then your options will be converted into options to acquire, upon payment of the exercise price, 10,000 shares of the acquiring entity’s common stock. If, in effect addition, you had vested but unexercisable stock options, at the time those options became exercisable, each option would, on exercise and payment of the exercise price, entitle you to receive two shares of the acquiring company’s common stock. 10.5.3 If the Change of Control results from a sale of MGM MIRAGE’s outstanding common stock for cash with the result that MGM MIRAGE’s common stock is no longer publicly held, then upon the Change of Control, all of your options to purchase common stock of MGM MIRAGE, SARs and Other Rights that are vested on the date of such Change in Control will be cashed out within 30 days after such Change in Control for an amount of cash equal to the difference between the purchase price and the exercise price for the options, SARs or Other Rights. Any options, SARs or Other Rights that are not vested on the date of the Change in Control will continue to vest and become exercisable, as applicable, at the time or times they would otherwise have vested or been exercisable, and within 30 days after any option, SAR or Other Right becomes vested or exercisable, as applicable, it will be cashed out for an amount of cash equal to the difference between the purchase price and the exercise price for the options, SARs or Other Rights. For example, if immediately prior to the Change in Control, if higher) plus you have vested and exercisable options to acquire 2,000 shares of MGM MIRAGE’s common stock at an exercise price of $35, and the purchase price for MGM MIRAGE common stock was $40, then you would be entitled to receive $10,000 in full satisfaction of those vested options (B) one (1) 2,000 shares times $5 per share). If, in addition, you had unvested stock options with an exercise price of $35 at the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to time of the Change in Control, if higher); (ii) notwithstanding anything at the time those options became vested, you would be entitled to the contrary receive $5, net of applicable taxes, for each option that became vested in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as full satisfaction of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodoption.

Change in Control. During If within eighteen (18) months after the Termoccurrence of the first event constituting a Change in Control, if the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(dSubparagraph 6(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(eSubparagraph 6(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing Executive executing a general release of claims in the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all form attached hereto as Exhibit A within 60 21 days after the Date of Termination and the expiration of the seven-day revocation period applicable thereto, by the later of (or such shorter time i) the last day of the period provided for signing and revoking the general release of claims in the Separation Agreement and form set forth in Exhibit A hereof (“Release”), or (ii) ninety (90) days after the Executive’s employment is terminated as provided above in this Section 8(a): (i) In lieu of any amounts otherwise payable pursuant to Subparagraph 7(d)(i), the Company shall pay the Employee Executive a single lump sum in cash in an amount equal to three times the sum of (A) twelve (12) months of the EmployeeExecutive’s current or most recent annual Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1Executive’s most recent annual cash incentive compensation under Subparagraph 3(a) times for the Employee’s Target Annual Incentive Compensation (most recent fiscal year, excluding any sign-on bonus, retention bonus or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher)any other special bonus; (ii) notwithstanding Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreementagreement and in lieu of any acceleration of vesting that would otherwise occur pursuant to Subparagraph 7(d)(ii), upon a Change in Control, all stock options and other stock-based awards held granted to Executive by the Employee Company shall immediately accelerate and become fully exercisable or nonforfeitable non-forfeitable as of the Date effective date of Termination or, if later, the such Change in Control Control. Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any performance criteria applicable agreement or other instrument attendant thereto pursuant to which such options or awards shall be deemed satisfied at a level of 100%;were granted; and (iii) if the Employee was participating in In lieu of the Company’s group obligations to pay health plan immediately insurance premiums pursuant to Subparagraph 7(d)(iii), the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodTermination.

Change in Control. During the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to If a Change in Control or within 18 months after occurs during the Award Cycle, and the Employee has not experienced a Termination of Employment before the Change in Control, then, subject the following provisions shall apply: (a) The Employee shall be entitled to the signing of the Separation Agreement and Release Performance Shares Earned that would have been earned by the Employee had the Employee remained employed through the end of the Award Cycle in accordance with Exhibit 1 if the Performance Goal set forth in Exhibit 1 had been achieved, except that, if more than half of the Award Cycle has elapsed as of the date of the Change in Control, the Employee shall, if greater, be entitled to the Performance Shares Earned as of the date of the Change in Control (based on the Average Return on Equity for the Award Cycle through and including such date). (b) Notwithstanding the Separation Agreement and Release becoming irrevocable and fully effectiveprovisions of Paragraph 3, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) if the Performance Shares Earned under Paragraph 7(a) are not assumed or substituted by the successor to the Company (or an affiliate), such Performance Shares shall pay the Employee be converted to a lump sum non-forfeitable right to receive an amount in cash equal to the Fair Market Value of one share of Common Stock on the date of the Change in Control times the number of Performance Shares Earned, and, unless the Company elects to terminate this Award (to the extent permitted by section 409A of the Code), the Award will be accumulated with interest from the date of the Change in Control until the payment date at a rate of 120 percent of the Federal mid-term rate (as in effect under section 1274 of the Code for the month in which the Change in Control occurs), and such amount shall be paid at the time of payment specified under Paragraph 4; and (ii) if the Performance Shares Earned under Paragraph 7(a) are assumed or substituted, such Performance Shares shall be converted to restricted stock units (in an amount equal to the sum number of (A) twelve (12) months Performance Shares Earned, adjusted under Paragraph 15), which shall become non-forfeitable if the Employee remains employed until the last day of the Employee’s Base Salary Award Cycle or until the award becomes non-forfeitable under Paragraph 5, or, if, during the remainder of the Award Cycle, the Employee incurs a Termination of Employment by the Company without Cause (or and, in such case, the Employee’s Base Salary Award shall become non-forfeitable without proration), and in effect immediately prior each case the restricted stock units, to the Change extent non-forfeitable, shall be settled at the time specified under Paragraph 4 in Control, if highercash or shares. (c) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior Distributions to the Change in ControlEmployee under Paragraph 3 shall not be affected by payments under this Paragraph 7, if higher); (ii) notwithstanding anything to except that before distributions are made under Paragraph 3, and after all computations required under Paragraph 3 have been made, the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held number of Performance Shares Earned by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as be reduced by the number of the Date of Termination or, if later, the Change in Control and any performance criteria applicable Performance Shares Earned with respect to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee which payment was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay made to the Employee a monthly cash payment for twelve under this Paragraph 7. (12d) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal The Employee shall not be required to repay any amounts to the monthly employer contribution that Company on account of any distribution made under this Paragraph 7 for any reason, including failure to achieve the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination orPerformance Goal, if later, the Change other than as provided in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodParagraph 8.

Change in Control. During the Term, if within fifteen (15) months after a Change in Control, the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to 1.5 times the sum of (A) twelve (12) months of the Employee’s current Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or target incentive compensation established for the Employee’s Target Annual Incentive Compensation Employee in effect immediately the fiscal year of termination; and if no such target has been established, the target incentive compensation established for the Employee in the fiscal year prior to the Change in Control, if higher)year of termination; (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee (the “Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (x) the Date of Termination oror (y) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, if later, no additional vesting of the Change in Control Equity Awards shall occur during the period between the Employee’s Date of Termination and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%;the Accelerated Vesting Date; and (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve eighteen (1218) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control. During If within 12 months following the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after effective date of a Change in Control, (a) the Company terminates the Executive’s employment without Just Cause; or (b) the Executive resigns from their employment with the Company for Good Reason, effective immediately, by providing the Company with a Notice of Termination specifying the basis for this resignation, then, (c) in addition to the ESA Entitlement and payment of the Accrued Benefits, and in lieu of paying the Executive the Severance Amount pursuant to section 5 (if applicable), subject to the signing of Executive first providing the Separation Agreement and Company with an executed Release by pursuant to section 4(e), the Employee and Company shall pay to the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after Executive an amount (the Date of Termination (or such shorter time period provided “Change in the Separation Agreement and Release):Control Severance Amount”) as follows: (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum greater of entitlement set out in section 5 and 12 months’ Base Salary less an amount equal to the ESA Entitlement provided by the Company to the Executive; plus (Aii) twelve (12) months an amount equal to the average of the Employee’s Base Salary (or actual annual bonus payments, if any, made to the Employee’s Base Salary in effect immediately prior Executive from the previous 3 calendar years preceding the Date of Termination, pro-rated for the then current calendar year up to and including the Date of Termination. The Company shall pay the Change in ControlControl Severance Amount within 5 business days of the date that the Company receives the signed Release as per section 4(e) of this Agreement, if higher) plus (B) one (1) times provided that the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation Company, in effect immediately prior to its sole discretion, may pay the Change in ControlControl Severance Amount by way of one or more lump sum payments, if higher);by way of salary continuance or by a combination of both; and (iid) notwithstanding anything to the contrary in any applicable option agreement Option Agreement or stock-based award agreement, all stock options Options and other stock-based awards held by the Employee Executive shall immediately accelerate accelerate, vest, and become fully exercisable or nonforfeitable non-forfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodthis section 7.

Change in Control. During the Term, if during the EmployeeChange in Control Period, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the Executive signing of the a Separation Agreement and Release by that conforms with the Employee requirements of Section 5(b)(i) and the Separation Agreement and Release becoming irrevocable and fully effectiveirrevocable, all within 60 days after the Date of Termination (or such shorter time period provided as set forth in the Separation Agreement and Release):), which shall include a seven (7) business day revocation period: (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to one times the sum of (A) twelve (12) months of the EmployeeExecutive’s then current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the EmployeeExecutive’s Target Annual Incentive Compensation (or Bonus for the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);then current year; and (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based other equity award agreement, all stock options and other stockoutstanding equity grants subject to time-based awards vesting held by the Employee Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%;Termination; and (iii) if the Employee Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee Executive a monthly cash payment for twelve (12) months or the EmployeeExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee Executive if the Employee Executive had remained employed by the Company; and (iv) . The amounts payable under Section 5(a)(iSections 6(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, all payments under this Section 6(a) shall immediately cease.

Change in Control. During the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after Upon a Change in Control, thenthe Company agrees that it will use its best efforts to secure the assumption of the unvested portion (if any) of the Option by the acquiring or succeeding entity in the transaction, or the substitution of the unvested portion (if any) of the Option for an option or other equity award with respect to the securities of such acquiring or succeeding entity. Any such assumed or substituted award shall continue to vest in accordance with the schedule set forth in Section 4 of this Agreement, subject to the signing of Optionee’s continued employment with the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination acquiring or succeeding entity (or an Affiliate thereof) (such shorter time period provided in entity, the Separation Agreement and Release): “Post-CIC Employer”). Notwithstanding the foregoing, if (i) the Company Optionee’s employment with the Post-CIC Employer terminates for any reason other than by the Optionee without Good Reason, or by the Post-CIC Employer other than for Cause, any portion of the Option that remains unvested as of the date of such termination shall pay the Employee become fully vested as of such date (or if a lump sum Termination occurs in cash contemplation of a Change in an amount equal Control, vesting will be accelerated to the sum date of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior subject to the occurrence of a Change in Control) (“Post-CIC Acceleration”) and (ii) if the Optionee’s employment is Terminated by the Optionee without Good Reason or by the Post-CIC Employer for Cause, the Optionee will forfeit any Options that remain unvested as of the date of Termination (“Post-CIC Forfeiture”). If the Company is not able to secure the assumption or substitution of any unvested portion of the Option upon a Change in Control, if higher); (ii) notwithstanding anything the Company shall, in cancellation of such unvested portion, pay to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by Optionee the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of amount to which the Date of Termination or, if later, Optionee would have been entitled had the unvested portion been cancelled upon the Change in Control and any performance criteria applicable to such options or awards (the “Cash-Out Payment”). The Optionee shall be deemed satisfied at a level required to deposit the after-tax amount of 100%; the Cash-Out Payment into an escrow (iii) if the Employee was participating “Escrow Amount”), which shall continue to vest in accordance with the Company’s group health plan immediately prior schedule set forth in Section 4 of this Agreement, subject to the Date of Termination and elects COBRA health continuation, then Optionee’s continued employment with the Post-CIC Employer. The Company shall pay use commercially reasonable efforts to ensure that the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, Escrow Amount is deposited in an amount equal to interest-bearing account. An allocable portion of the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and Escrow Amount (iv) The amounts payable under Section 5(a)(i) and (iiiincluding any interest thereon) shall be paid or commence distributed to the Optionee at the time the portion of the Option to which such portion of the Escrow Amount is attributable would have otherwise vested pursuant to Section 4 of this Agreement. If, prior to a distribution of the entire Escrow Amount (i) an event that would have given rise to a Post-CIC Acceleration occurs, the Optionee will be entitled to the unpaid portion of the Escrow Amount upon the date of such termination and (ii) an event that would have given rise to a Post-CIC Forfeiture occurs, the Optionee shall forfeit any unpaid portion of the Escrow Amount. For purposes of this Section 8, a Termination will be considered to be paid within 60 days after the Date in contemplation of Termination or, if later, the a Change in Control; provided, however, that Control if such termination was at the 60-day period begins request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in one calendar year Control and ends a Change in Control involving such third party does occur or such termination otherwise occurs in connection with a second calendar year, potential Change in Control and such payment shall be paid or commence to be paid Change in the second calendar year by the last day of such 60-day periodControl does occur.

Change in Control. During (a) In the Termevent a Change in Control of the Company occurs, if and at any time during the eighteen (18) month period commencing on the date of the Change in Control either the Company terminates Employee’s employment is terminated by the Company without for other than Cause as provided in Section 3(d) or the Disability, or Employee terminates his Employee’s employment for Good Reason as provided in Section 3(e)Reason, in either case within three by written notice to the other party (3) months prior including the particulars thereof), and having given the other party the opportunity to a Change in Control or within 18 months after a Change in Controlbe heard with respect thereto, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):: (i) the The Company shall shall, within thirty (30) days following such termination of employment, pay the Employee to Employee, in a lump sum in sum, a cash payment in an amount equal to the sum of (A) twelve all base salary earned through the date of termination, (12B) months any annual cash bonus earned by Employee for the fiscal year of the Company most recently ended prior to the date of termination to the extend unpaid on the date of termination, (C) a prorata portion of the annual cash bonus, including the value of any restricted stock grant in lieu of annual cash bonus, Employee would have earned had Employee been employed by the Company on the last day of the fiscal year in which the date of termination occurs (as if all performance goals have been met at target level or, in the event the bonus is of the “discretionary” type, the bonus shall be based on a percentage of base salary which is not less than percentage of base salary received as bonus for the preceding fiscal year) that is applicable to the period commencing on the first day of such fiscal year and ending on the date of termination, and (D) any and all other benefits and amounts earned by Employee prior to the date of termination to the extent unpaid, all subject to applicable withholding. (ii) The Company shall, within thirty (30) days following such termination of employment, pay to Employee in a lump sum, a cash payment in an amount equal to two times Employee’s total compensation (base salary plus annual cash bonus) for either the fiscal year of the Company most recently ended prior to the date of termination, or the preceding fiscal year, whichever is the highest total compensation, subject to applicable withholding. (iii) Employee and Employee’s dependents shall continue to be covered by, and receive employee welfare and executive fringe benefits (including but not limited to medical, dental, life, accident and disability insurance available to officers of the Company and additional executive retirement and other fringe benefits approved by the President and CEO of the Company) in accordance with the terms of the Company’s benefit plans and executive fringe benefit programs, for two (2) years following the date of termination, and at no less than the levels Employee and Employee’s dependents were receiving immediately prior to the Change in Control. Employee’s dependents shall be entitled to continued benefits coverage pursuant to the preceding sentence for the balance of such two (2) year period in the event of Employee’s death during such period. The period during which Employee and Employee’s dependents are entitled to continuation of group health plan coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall commence on the date next following the expiration of the aforementioned two (2) year period. (iv) Notwithstanding any conditions or restrictions related to any Award granted to Employee under the AAR CORP. 2013 Stock Plan (or successor plan), (A) all performance opportunity restricted stock shares and units eligible for award hereunder shall be immediately awarded based on the higher of target or actual performance through the employment termination date using the latest data then available to determine goals applicable for the partial performance period, and all restrictions thereon shall be immediately released, and (B) all outstanding option grants, stock appreciation rights, restricted stock and restricted stock units granted or awarded under the Plan which have not then become vested or exercisable or which remain restricted, shall immediately become vested or exercisable and restrictions will lapse, as the case may be, and any such options shall remain exercisable for the full remaining life of the option(s). (v) The Company, at its expense, shall provide Employee with outplacement services of a nationally recognized outplacement firm of the Employee’s Base Salary choosing until the earlier of (or A) the Employee’s Base Salary attainment of employment, or (B) the date eighteen (18) months from the date of Employee’s termination of employment; provided, however, that the cost of such outplacement services shall not exceed 3.5% of the cash payment due to Employee pursuant to subsection 7(a)(ii) above. The amounts paid to Employee under this Change in Control provision applicable to Employee shall be considered severance pay in consideration of past service Employee has rendered to the Company and in consideration of Employee’s continued service from the date hereof to entitlement of those payments. (b) In the event that a Change in Control occurs, the Company will continue to provide SKERP retirement benefits to Employee and Employee’s spouse at no less than the level they are receiving or entitled to receive under the SKERP as it was in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);. (iic) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as For purposes of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.this Agreement:

Change in Control. During (a) All unvested restricted stock, stock options and any other equity-based compensation arrangements theretofore granted to the TermExecutive shall vest in full on the date of a “Change in Control” (as defined in Section 7(c) below). (b) In the event that the Corporation terminates the Executive’s employment with the Corporation without Cause within twelve months after a “Change in Control” (as defined in Section 7(c) below), or if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his employment with the Corporation for Good Reason as provided (in Section 3(e), in either case accordance with Sections 6(e) and (f) above) within three (3) months prior to a Change in Control or within 18 twelve months after a Change in Control, then, subject in addition to the signing of benefits provided for under Sections 6(a)(i) and 6(a)(ii), the Separation Agreement and Release by Corporation shall pay to the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): Executive a severance benefit equal to (i) the Company shall pay Executive’s then applicable annual CEO Base Compensation or Chairman Base Compensation, as the Employee case may be, for the Applicable Severance Period, (ii) the cost of maintaining the level of health insurance then maintained by the Executive (including family) under Federal COBRA laws for a lump sum in cash in period of eighteen (18) months following the effective date of the termination, plus (iii) an amount equal to the sum of one hundred percent (A100%) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in ControlIncentive Compensation Target, if higherany, applicable during the first calendar year ending during the Applicable Severance Period. The severance benefit shall be payable in Termination Fee Installment Payments; that is, in equal monthly installments over the Applicable Severance Period (as defined in Section 6(b)) plus (B) one (1) times with the Employeefirst payment due within five business days after the date of the Executive’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreementtermination of employment. In addition, all stock options and other stockequity-based awards held by compensation arrangements that must be exercised shall be exercisable in accordance with the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as terms of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%;award agreement. (iiic) if the Employee was participating in the Company’s group health plan immediately prior to the Date For purposes of Termination and elects COBRA health continuationthis Agreement, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the “Change in Control; provided, however, that if ” shall mean an occurrence of any of the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.following events:

Change in Control. During the Term, if within 12 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his his/her employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, in addition to the Accrued Benefits, and subject to (i) the signing of the Separation Agreement and Release by the Employee Executive, which shall be defined in the same manner as set forth in Section 4(b), except that it shall provide that if the Executive breaches any of the Continuing Obligations and fails to cure such breach (if curable) within 30 days following written notice of such breach from the CEO, all payments by the Company to the Executive pursuant to this Section 5(a) may be terminated by written notice to Executive, and (ii) the Separation Agreement and Release becoming irrevocable and fully effectiveirrevocable, all within 60 days after the Date of Termination (or such shorter time period provided as set forth in the Separation Agreement and Release): (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the EmployeeExecutive’s current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one 100% percent of the Executive’s target bonus for the then- current year (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the “Change in Control, if higherControl Payment”);; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Employee Executive (including performance grants with a time-based vesting component but only if the applicable performance metric(s) have been achieved prior the Date of Termination) shall immediately accelerate and become fully exercisable or nonforfeitable as of the Accelerated Vesting Date; provided that any termination or forfeiture of any shares that may accelerate pursuant to this subsection will be delayed until the Effective Date of Termination or, the Separation Agreement and Release and will only occur if later, the Change in Control vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%;Release becoming fully effective within the time period set forth therein; and (iii) if the Employee Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee Executive a monthly cash payment for twelve (12) months or the EmployeeExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to 100% of the Executive’s monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the CompanyCOBRA premiums for himself/herself and his/her eligible dependents; and (iv) The amounts payable under this Section 5(a)(i) and (iii5(a) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment payments shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Change in Control. During Upon the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to occurrence of a Change in Control all unvested stock options, unvested restricted stock units and any other unvested equity-based awards or grants previously granted to the Executive shall become fully vested and will be exercised or paid in accordance with the terms of any applicable grant or award agreements and plans governing such awards or grants (and this Agreement shall be deemed an amendment of all such applicable grant or award agreements for the purpose of the accelerated vesting provided for in this clause). In the event the Company terminates the Executive’s employment without Cause, or Executive terminates Executive’s employment with Good Reason, as more fully defined in this subsection, within 18 months after one (1) year following a Change in ControlControl (as defined herein), then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after Executive shall be entitled to: (i) any accrued but unused vacation; (ii) Base Salary through the Date of Termination (or such shorter to the extent not theretofore paid); and (iii) the continuation of Base Salary for eighteen (18) months following the Date of Termination, which shall be paid in accordance with the Company’s ordinary payroll practices in effect from time period provided to time. Moreover, in the Separation Agreement and Release): event of such a termination by the Company: (i1) if the Executive elects to continue the Company’s group health plans pursuant to his rights under COBRA, the Company shall pay the Employee a lump sum in cash in an amount equal to Executive’s COBRA continuation premiums until the sum earlier of (Ax) twelve the date the Executive receives group health benefits from another employer or (12y) eighteen (18) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination orTermination. Finally, if laternotwithstanding any provision in any applicable stock option or other equity-based grant or award agreement between the Company and the Executive all stock options granted on or prior to the Effective Date will remain fully exercisable until the tenth (10th) anniversary of the grant date of such option, (and this Agreement shall be deemed an amendment of all such stock option grant or award agreements for the Change purpose of the extension of the period of exercise provided for in Controlthis clause); provided, however, that if the 60-day Company determines in good faith that the extension of the option’s exercise period begins results in one calendar year and ends the options being considered deferred compensation subject to Section 409A of the Internal Revenue Code ( the “Code”), such extension shall not take effect. For purposes of this subsection, the term “Good Reason” shall specifically include circumstances in which the Company (or its successor entity in a second calendar year, such payment shall be paid Change of Control) has (i) or commence to be paid made a material change in the second calendar year by nature or scope of the last day responsibilities, title and authority Executive had immediately prior to the Change in Control; (ii) decreased the total annual compensation or benefits payable to Executive other than as a result of such 60a decrease in incentive-day periodbased compensation payable to Executive and to all other similarly situated employees of Company on the basis of Company’s financial performance; or (iii) relocated, or given Executive written notice of a relocation of Executive’s principal place of employment to a location that is more than fifty (50) miles distant from Executive’s principal place of employment immediately prior to the Change in Control.

Change in Control. During (i) Upon a Change in Control that occurs on or before the Termend of the Performance Period while Employee is employed by the Company or its Subsidiaries, a number of RSUs equal to the greater of (I) 100% of the Target Units or (II) the percentage of Target Units that would vest pursuant to Section 2 and Appendix C (determined as if the date of the Change in Control were the last day of the Performance Period) shall, subject to Section 18 of the Plan, vest and be settled in accordance with the following terms of this Section 3(d)(i). Following the Change in Control, the RSUs shall vest based solely on the passage of time and the Employee’s continued employment with the Company (including any successor to the Company resulting from the Change in Control) and its Subsidiaries as follows: (x) if the Change in Control happens on or before the first anniversary of the Grant Date, the RSUs shall vest in substantially equal thirds on the first, second and third anniversaries of the Grant Date; (y) if the Change in Control happens after the first anniversary of the Grant Date but on or before the second anniversary of the Grant Date, the RSUs shall vest in substantially equal halves on the second and third anniversaries of the Grant Date; and (z) if the Change in Control happens after the second anniversary of the Grant Date, the RSUs shall vest in their entirety on the third anniversary of the Grant Date. The RSUs shall be subject to all other terms and conditions of this Agreement; provided, however, that if, on or within two (2) years after the date of the Change in Control and prior to when the RSUs have vested in full, the Employee experiences a Qualifying Termination Without Cause, or the Employee’s status as an employee of the Company (including any successor to the Company resulting from the Change in Control) or any of its Subsidiaries is terminated as a result of the Employee’s death or Disability or pursuant to Section 3(a) above, then the RSUs shall automatically vest in full as of the Employment Termination Date. Settlement of any RSUs (and any related Dividend Equivalents) that vest pursuant to this Section 3(d)(i) shall occur on or as soon as administratively practicable (but, subject to Section 19 below, in no event later than 2.5 months) after the applicable vesting date. For purposes of the preceding sentence, a “Qualifying Termination Without Cause” shall mean the Employee’s status as an employee of the Company (including any successor to the Company resulting from the Change in Control) or any of its Subsidiaries is terminated by the Company without Cause as provided in Section 3(d) or at a time when the Employee terminates his employment for Good Reason is meeting performance expectations, as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release determined by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided Company in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodits sole discretion.

Change in Control. During If within eighteen (18) months after the Termoccurrence of the first event constituting a Change in Control, if the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(dSubparagraph 6(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(eSubparagraph 6(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to terms of section 19(a), and subject to the signing Executive’s executing a general release of claims in the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all form attached hereto as Exhibit A within 60 21 days after the Date of Termination and the expiration of the seven-day revocation period applicable thereto, commencing on the later of (or such shorter time i) the last day of the period provided for signing and revoking the general release of claims in the Separation Agreement and form set forth in Exhibit A hereof (“Release”), or (ii) ninety (90) days after the Executive’s employment is terminated as provided above in this Section 8(a): (i) In lieu of any amounts otherwise payable pursuant to Subparagraph 7(d)(i), the Company shall pay the Employee Executive a single lump sum in cash in an amount equal to three times the sum of (A) twelve (12) months of the EmployeeExecutive’s current or most recent annual Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1Executive’s most recent annual cash incentive compensation under Subparagraph 3(a) times for the Employee’s Target Annual Incentive Compensation (most recent fiscal year, excluding any sign-on bonus, retention bonus or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher)any other special bonus; (ii) notwithstanding Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreementagreement and in lieu of any acceleration of vesting that would otherwise occur pursuant to Subparagraph 7(d)(ii), upon a Change in Control, all stock options and other stock-based awards held granted to Executive by the Employee Company shall immediately accelerate and become fully exercisable or nonforfeitable non-forfeitable as of the Date effective date of Termination or, if later, the such Change in Control Control. Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any performance criteria applicable agreement or other instrument attendant thereto pursuant to which such options or awards shall be deemed satisfied at a level of 100%;were granted; and (iii) if the Employee was participating in In lieu of the Company’s group obligations to pay health plan immediately insurance premiums pursuant to Subparagraph 7(d)(iii), the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodTermination.

Change in Control. During (a) If, during the Term, if the Employee’s there should be a Change of Control (as defined herein), and within 1 year thereafter either (i) Executive's employment is should be terminated by the Company without for any reason other than for Cause as provided in Section 3(dor (ii) or the Employee Executive terminates his employment for Good Reason (as provided defined in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release4.4): (i) the Company Castlewood (US) shall pay Executive any amounts (including salary, bonuses, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Employee date of such termination; (ii) Castlewood (US) shall pay Executive a lump sum amount equal to three times Executive's then current Base Salary on the 10th day following the date of such termination or if Executive is at such time a "specified employee" for purposes of Section 409A, on the first business day after the six month anniversary of such termination; (iii) Executive shall be entitled to continue to receive medical benefits coverage (as described in cash Section 3.3) for Executive and Executive's spouse and dependents (if any) at Castlewood (US)'s expense for a period of ending on December 31 of the second calendar year commencing on the date of termination; (iv) Anything to the contrary in any other agreement or document notwithstanding, each outstanding equity incentive award granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination; and (v) In addition, if, for the year in which Executive is terminated, Company achieves the performance goals established in accordance with any incentive plan in which Executive participates, Castlewood (US) shall pay an amount equal to the sum of bonus that Executive would have received had he been employed by Company or Castlewood (AUS) twelve (12) months of for the Employee’s Base Salary (or full year; such amount shall be paid on the Employee’s Base Salary date set forth in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination such bonus plan or, if laterlater and if required to comply with Section 409A, on the Change in Control and any performance criteria applicable to first business day after the six month anniversary of such options or awards shall be deemed satisfied at a level termination of 100%;employment. (iiib) if Upon making the Employee was participating payments described in the Company’s group health plan immediately prior to the Date of Termination this Section 4.5, Company and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve Castlewood (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iiiUS) shall be paid or commence have no further obligation to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodExecutive under this Agreement.

Change in Control. During the Term, if within 12 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his his/her employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, in addition to the Accrued Benefits, and subject to (i) the signing of the Separation Agreement and Release by the Employee Executive, which shall be defined in the same manner as set forth in Section 4(b), except that it shall provide that if the Executive breaches any of the Continuing Obligations and fails to cure such breach (if curable) within 30 days following written notice of such breach from the CEO, all payments by the Company to the Executive pursuant to this Section 5(a) may be terminated by written notice to Executive, and (ii) the Separation Agreement and Release becoming irrevocable and fully effectiveirrevocable, all within 60 days after the Date of Termination (or such shorter time period provided as set forth in the Separation Agreement and Release): (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the EmployeeExecutive’s current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one 100% percent of the Executive’s target bonus for the then-current year (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the “Change in Control, if higherControl Payment”);; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Employee Executive (including performance grants with a time-based vesting component but only if the applicable performance metric(s) have been achieved prior the Date of Termination) shall immediately accelerate and become fully exercisable or nonforfeitable as of the Accelerated Vesting Date; provided that any termination or forfeiture of any shares that may accelerate pursuant to this subsection will be delayed until the Effective Date of Termination or, the Separation Agreement and Release and will only occur if later, the Change in Control vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%;Release becoming fully effective within the time period set forth therein; and (iii) if the Employee Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee Executive a monthly cash payment for twelve (12) months or the EmployeeExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to 100% of the Executive’s monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the CompanyCOBRA premiums for himself/herself and his/her eligible dependents; and (iv) The amounts payable under this Section 5(a)(i) and (iii5(a) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment payments shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Change in Control. During the Term, if the Employee’s employment If there is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control during the then applicable Employment Term, and either a Constructive Termination occurs or the Company terminates the Executive’s employment without Business Reasons prior to the then applicable Expiration Date (or if later, within 18 months after a one-year period following the Change in Control, then, ) then subject to Section 6(h) below and Executive signing a general release of claims against the signing Company and its successors and such release becoming irrevocable within sixty (60) days of the Separation Agreement and Release by Executive’s Termination Date, Executive shall be entitled to receive the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):following: (i) Base Salary, PTO, and any earned and unpaid Target Bonus accrued through the Company shall pay the Employee a lump sum in cash in an amount equal Termination Date, and any expense reimbursements and other benefits due to the sum of (A) twelve (12) months Executive under any Company-provided plans, policies, and arrangements, which shall not be paid or payable later than March 15 of the Employee’s Base Salary (or calendar year after the Employee’s Base Salary calendar year in effect immediately prior to which the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher)Termination Date occurs; (ii) notwithstanding anything a lump sum payment, which shall not be paid or payable later than March 15 of the calendar year after the calendar year in which the Termination Date occurs, equal to the contrary in any applicable option agreement greater of (A) two (2) times Base Salary or stock-based award agreement, all stock options and other stock-based awards held by (B) the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as Base Salary for the remainder of the Date of Termination orthen-current applicable Employment Term; provided, if laterhowever, in no event shall such lump sum amount payable pursuant to this Section 6(c)(ii) be less than the Change in Control and any performance criteria applicable amount to such options or awards shall which Executive would otherwise be deemed satisfied at a level of 100%entitled to pursuant to Section 6(b)(ii); (iii) if a lump sum payment, calculated using the Employee was participating Base Salary and Target Bonus percentage effective on the Termination Date, which shall not be paid or payable later than March 15 of the calendar year after the calendar year in which the Company’s group health plan immediately prior to the Termination Date of Termination and elects COBRA health continuationoccurs, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that greater of (A) two hundred percent (200%) of the Company would have made to provide health insurance Target Bonus for the fiscal year in which the termination occurs, or (B) one hundred percent (100%) of the Target Bonus for the fiscal year in which the termination occurs times the number of years for the remainder of the then-current applicable Employment Term (rounded to the Employee if nearest tenth); provided, however, in no event shall such lump sum amount payable pursuant to this Section 6(c)(iii) shall be less than the Employee had remained employed by the Companyamount to which Executive would otherwise be entitled to pursuant to Section 6(b)(iii); and (iv) The amounts payable under subject to Section 5(a)(i5(a) and (iii) which shall be paid applicable to any shares purchased through Executive’s exercise of stock options, all of the Executive’s unvested stock options, restricted stock, and other equity awards shall become fully vested, whether such stock options, restricted stock, or commence to be paid within 60 days other equity were acquired before or after the Effective Date of Termination orthis Agreement. Notwithstanding the foregoing, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second Executive’s Termination Date occurs after October 31st of any calendar year, then no payment conditioned on such payment release shall be paid or commence to be paid in made until January 2nd of the second calendar year by following the last day calendar year of such 60-day periodtermination, even if the release is signed and any applicable revocation period concludes earlier.

Change in Control. During In the Term, if the Employee’s employment event there is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or of the ownership of the Company and within 18 months after a Change in Controlthe six (6) month period following such event, then, subject the Executive elects to resign upon written notice to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effectiveCompany, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee Executive on such resignation in a monthly cash payment lump sum an amount equal to 100% of his Base Salary as in effect at the time of such resignation, and subject to Section XII, such amount will be paid at the time of termination of employment. In addition, earned but unpaid Base Salary and Incentive Compensation Awards will be paid on a pro-rated basis for the year in which resignation occurs. Any stock options granted to the Executive prior to termination pursuant to the Plan, but subject to vesting restrictions, will be fully vested upon a Change in Control whether or not the Executive resigns. The benefits and perquisites described in this Agreement as in effect at the date of termination of employment will also be continued for twelve (12) months or from the Employee’s COBRA health continuation periodeffective date of termination pursuant to Change of Control. A “Change in Control” shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership of more than 50% of the outstanding voting securities of the Company, whichever ends earlier, in an amount equal to the monthly employer contribution that (ii) the Company would have made to provide health insurance to shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 75% of the Employee if outstanding voting securities of the Employee had remained employed surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company; and , as the same shall have existed immediately prior to such merger or consolidation, (iii) the Company shall sell all or substantially all of its assets to another corporation which is not a wholly-owned subsidiary, (iv) The amounts payable under a person, within the meaning of Section 5(a)(i3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the Securities and Exchange Act of 1934 (iii“Exchange Act”), shall acquire more than 50% of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record) shall be paid ) or commence (v) the individuals who, as of the date hereof, constitute the Board of the Company (the “Incumbent Board”) cease for any reason to be paid within 60 days after constitute at least a majority of the Date of Termination or, if later, the Change in ControlBoard; provided, however, that if any individual becoming a director subsequent to the 60-day period begins in one calendar year and ends in date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a second calendar year, such payment vote of at least a majority of the directors then comprising the Incumbent Board shall be paid considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or commence threatened election contest with respect to be paid the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or group other than the Board. For purposes hereof, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the second calendar year by date hereof) pursuant to the last day of such 60-day periodExchange Act.

Change in Control. During If within 12 months after a Change in Control, the Term, if the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his the Executive’s employment for Good Reason as provided in Section 3(e)Reason, then, in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effective, all within the time frame set forth in the Release but in no event later than 60 days after following the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):Termination: (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to one times the sum of (A) twelve (12) months of the EmployeeExecutive’s then current Base Salary Salary; and (or B) the EmployeeExecutive’s Base Salary Target Annual Cash Incentive Compensation for the year in effect which the Date of Termination occurs; (ii) The Company shall pay the Executive a prorated portion of the Executive’s Target Annual Cash Incentive Compensation under Section 2(b) for the year in which the Date of Termination occurs, payable when such Annual Cash Incentive Compensation would otherwise be paid, which to avoid doubt shall be no later than March 15 of the year following the year in which the Date of Termination occurs; (iii) The Company shall also pay Executive any earned, unpaid annual bonus for the year immediately prior to the Change year in Controlwhich the Date of Termination occurs, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior subject to the Change in Control, if higherSection 2(b); (iiiv) subject to the Executive’s election of and eligibility for COBRA rights and copayment of the Active Employee Premiums, the Company shall pay the remainder of the premiums for the Executive’s participation in the Company’s group health plans pursuant to COBRA; provided that the Company’s payment obligation shall cease upon the earliest of the date that is twelve (12) months after the Date of Termination; the Executive’s eligibility for group health insurance from another employer; or the expiration of the Executive’s rights under COBRA. As a condition of eligibility for such payments, the Executive shall promptly respond fully to any reasonable inquiries from the Company related to the Executive’s COBRA eligibility; and (v) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all time-based stock options and other time-based stock-based awards held by granted to the Employee Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the CompanyTermination; and (ivvi) The the amounts payable under this Section 5(a)(i) and (iii5(a) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Change in Control. During (i) Upon a Change in Control of the TermCompany, notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement or otherwise, the vesting schedule for (a) unvested stock options and other stock-based awards held by the Executive as of the date of such Change in Control and which are subject to time-based vesting only and (b) performance-based restricted stock units held by the Executive as of the date of such Change in Control for which the performance criteria has been met (i.e., the portion of Restricted Stock Units that, as of the Date of Termination, are set to vest within the next twelve (12) months because initial vesting has already occurred), shall immediately accelerate by one hundred percent (100%) and such accelerated awards shall become fully exercisable, vested and/or nonforfeitable, and in the case of restricted stock units, payable as of the date of such Change in Control. (ii) In addition, if within twelve (12) months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the Executive signing a Release and, if applicable, the expiration of the Separation Agreement and seven-day revocation period for the Release by within the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after day period following the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):Termination: (iA) the Company shall pay the Employee a lump sum in cash in Executive an amount equal to the sum of (Ax) twelve (12) months of one times the EmployeeExecutive’s Base Salary and (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (By) one (1) times the EmployeeExecutive’s Target Annual Incentive Compensation target annual incentive compensation for the then current fiscal year (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher“CIC Amount”); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee . The CIC Amount shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Controla lump sum in cash; provided, however, provided that if the 60-day such 60 days period begins in one calendar year and ends in a second calendar year, such payment the CIC Amount shall be paid or commence to be paid in the second calendar year by year; and provided further, that if the last day Change in Control does not constitute a “change in ownership or effective control” of such 60-day periodthe Company or a “change in the ownership of a substantial portion of the assets” of the Company for purposes of Section 409A of the Code, the CIC Amount shall be paid at the same time and on the same schedule as provided in Section 4(b)(i) with respect to the Severance Amount; and (B) the Company shall provide the COBRA benefits as set forth in Section 4(b)(ii) of this Agreement.

Change in Control. During Notwithstanding anything else herein to the Termcontrary, if as soon as practicable after the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after occurrence of a Change in Control, thenif any, subject the following shall occur: (a) All Key Employees may, regardless of whether still an employee of any Participating Company, elect to the signing cancel all or any portion of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 any Option no later than ninety (90) days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then which event the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the such electing Key Employee’s COBRA health continuation period, whichever ends earlier, in an amount in cash equal to the monthly employer contribution that excess, if any, of the Company would have made to provide health insurance Current Market Value (as defined below) of the shares of Stock, including Restricted Stock or Deferred Stock, subject to the Employee if Option or the Employee had remained employed by portion thereof so canceled over the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Controloption price for such shares; provided, however, that no Key Employee shall have the right to elect cancellation unless and until at least six (6) months have elapsed after the date of grant of the option and provided, further, that, if the 60-Key Employee is no longer an employee of any Participating Company, the Option is exercisable at the time of the Change in Control. (b) All Performance Periods shall end and the Company shall pay each Key Employee an amount in cash equal to the value of such Key Employee's Performance Units, if any, based upon the Stock's Current Market Value, in full settlement of such Performance Units. (c) All Restriction Periods shall end and the Company shall pay each Key Employee an amount in cash equal to the Current Market Value of the Restricted Stock held by, or on behalf of, each Key Employee in exchange for such Restricted Stock. (d) All Deferral Periods shall end and the Company shall pay to each Key Employee an amount in cash equal to the current Market Value of the number of shares of Stock equal to the number of shares of Deferred Stock credited to such Key Employee in full settlement of such Deferred Stock. (e) The Company shall pay to each Key Employee all amounts, if any, deferred by such Key Employee under the Plan which are not Performance Units, Restricted Stock or Deferred Stock. (f) The Company may reduce the amount due any Key Employee under this Section by the unpaid balance, if any, of the principal of any loans to such Key Employee under Section 10. (g) For purposes of this Section 15, "Current Market Value" means the highest "Closing Price" during the period (the "Reference Period") commencing thirty (30) days prior to the Change in Control and ending thirty (30) days after the Change of Control; provided that, if the Change in Control occurs as a result of a tender offer or exchange offer, or a merger, purchase of assets or stock or other transaction approved by stockholders of the Company, Current Market Value means the higher of (i) the highest Closing Price during the Reference Period, or (ii) the highest price paid per share pursuant to such tender offer, exchange offer or transaction. The "Closing Price" on any day period begins in one calendar year and ends in a second calendar yearduring the Reference Price means the closing price per share of Stock based upon composite transactions on the national stock exchanges that day. If there is no public market for the Company's Stock at the applicable time, such payment "Current Market Value" shall be paid or commence to be paid in established at the second calendar year by discretion of the last day Board of such 60-day periodDirectors.

Change in Control. During the Term, if during the EmployeeChange in Control Period, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable irrevocable, the time frame set forth in the Separation Agreement and fully effective, all within Release but in no event more than 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):Termination: (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) twelve (12) months of the EmployeeExecutive’s then current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the EmployeeExecutive’s Target Annual Incentive Compensation (or Bonus for the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher)then-current year; (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards subject to time-based vesting held by the Employee Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination oror (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, if later, no additional vesting of the Change in Control Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%;the Accelerated Vesting Date; and (iii) if the Employee was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the active employees’ rate and elects COBRA health continuationthe Executive’s proper election to receive benefits under COBRA, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee Executive if the Employee Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company will convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company; and (iv) ’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 5(a)(i) and (iii5(a) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control. During the Term, if within 24 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his her employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effectiveirrevocable, all within 60 30 days after the Date of Termination, (i) the Executive shall receive a lump-sum amount equal to two times the sum of (A) the Executive’s Base Salary plus (B) the Executive’s Average Incentive Compensation (as defined in Section 4(b)(i)); (ii) the Executive shall receive (x) a pro-rated portion of the annual incentive compensation payable under Section 2(b), based upon the number of days in the year of termination through the Date of Termination relative to 365 and the target annual incentive compensation in the year the Date of Termination occurs and (y) to the extent that any annual incentive compensation payable under Section 2(b) with respect to any completed fiscal year has not been paid as of the Date of Termination, the actual incentive compensation payable with respect to such year; and (iii) full vesting of all Company, Employer or any of its or their affiliates’ equity awards that are subject to time-based vesting, effective as of the date that is 30 days following Date of Termination. Accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the plan governing particular equity awards, as in effect at the time such equity awards were granted, or an award agreement governing a particular equity award. Any termination or forfeiture of unvested equity awards eligible for acceleration of vesting pursuant to this section that otherwise would have occurred on or within 30 days after the Date of Termination (or such shorter time period provided in will be delayed until the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of 30th day after the Date of Termination or(but, if laterin the case of any stock option, not later than the Change expiration date of such stock option specified in Control the applicable option agreement) and will occur only to the extent such equity awards do not vest pursuant to this section. Notwithstanding the vesting schedule with respect to any performance criteria applicable to such options or awards equity awards, no additional vesting shall be deemed satisfied at a level occur during this 30-day period following the Date of 100%;Termination; and (iiiiv) if the Employee Executive was participating in the Company’s group health and dental plan immediately prior to the Date of Termination and elects COBRA health continuationTermination, then the Company Executive shall pay to the Employee receive a monthly lump-sum cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health and dental insurance to the Employee Executive if the Employee Executive had remained employed by the CompanyCompany for 18 months; and (ivv) The the amounts payable under Section Sections 5(a)(i), (ii) and (iiiiv) shall be paid or commence to be paid out in a lump-sum within 60 30 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 6030-day period begins in one calendar year and ends in a second calendar year, such payment amounts shall be paid or commence to be paid in the second calendar year by the last day of such 6030-day period.

Change in Control. During the Term, if the EmployeeIf Executive’s employment is terminated by ends due to any of the Company without Cause as provided items listed in Section 3(d5(a) after or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to anticipation of a Change in Control or within 18 months after a Change (as defined below), instead of the amounts in ControlSection 5(a), thenthe Company shall, subject upon execution by Executive of the Company’s settlement agreement and general release, pay to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all Executive within 60 10 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee Termination, a lump lump-sum in cash in an amount equal to the sum of (A) twelve (12) months any portion of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if other compensation earned for the Employee was participating in the Company’s group health plan immediately prior period up to the Date of Termination that has not yet been paid, the cash equivalent of any accrued but unused vacation, and two (2) year’s Salary. Further, (a) all unvested Options granted to Executive by SK HoldCo will fully vest upon such Date of Termination, (b) the MIP Bonus payment for the year in which the Date of Termination occurs, will be payable to Executive on a prorata basis when and as paid to other Company employees, and (c) provided Executive elects COBRA continued health continuationinsurance coverage through COBRA, then the Company shall will pay Executive’s monthly COBRA contributions for health insurance coverage, as may be amended from time to the Employee a monthly cash payment for twelve time, (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in less an amount equal to the monthly employer premium contribution that the paid by active Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (ivemployees) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Controlduring such two year period; provided, however, that if at any time Executive becomes eligible for health insurance through subsequent employment or otherwise, the 60-day period begins Company’s health benefit obligations shall immediately cease, and the Company shall have no further obligation to make COBRA contributions on Executive’s behalf. A “Change of Control” for purposes of this Agreement means the sale, monetization or other disposition of all or substantially all (greater than 50%) of the assets of the Company or SK HoldCo, or if a “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as in one calendar year and ends effect from time to time) becomes the beneficial owner (as defined in a second calendar yearRule 13d-3 under the Securities Exchange Act of 1934, as in effect from time to time), directly or indirectly, of more than 66 2/3 % of the common stock of SK HoldCo having the right to vote for the election of members of the SK HoldCo Board of Directors (but shall not include any initial or secondary public offering of SK HoldCo stock under the 1933 Securities Act, as in effect from time to time). Notwithstanding the foregoing, if the definition of “Change of Control” in the Company’s Equity Plan (as amended from time to time) is more favorable to the Executive, then such payment definition shall be paid or commence controlling for purposes of this Agreement. If Executive’s employment ends due to any of the items listed in Section 5(a) within six (6) months prior to a Change of Control, it will be deemed to be paid “in the second calendar year by the last day anticipation of such 60-day perioda Change of Control” for purposes of this paragraph.

Change in Control. During (i) If during the TermTerm of this Agreement there is a Change in Control of the Employer and the Employee exercises his right to resign for Good Reason, if then the Employee’s employment is terminated by the Company without Cause Employee shall be entitled to receive a lump sum cash payment as provided in Section 3(d10(a) or (ii) below (the “Additional Payment”) less any Severance Payments already received under Section 7(a) (ii). The Employer shall have no obligation to make the Additional Payment set forth in this Section unless the Employee terminates complies with his employment for Good Reason as provided in Section 3(e)obligations under this Agreement, in either case within three (3) months prior to a Change in Control or within 18 months after including, but not limited to, his obligations under Sections 8 and 9 of this Agreement. The Employee agrees that following a Change in Control, thenhe will, subject to the signing of the Separation Agreement and Release if requested by the Employee and Employer or the Separation Agreement and Release becoming irrevocable and fully effectivesuccessor Employer, all within 60 days after agree to remain employed by the Date of Termination successor Employer for up to six (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (126) months from the date of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus in such capacity as is reasonably requested by the successor Employer (B) one (1) times the “Six Months Employment Continuation Period”). Compensation received from the successor Employer for such employment shall not be considered as mitigation or offset of any obligation of Employer to Employee under this Agreement. Any termination by the Employer of Employee’s Target Annual Incentive Compensation (employment, even if for Cause during the Six Months Employment Continuation Period or for any act alleged to have occurred during the Six Months Employment Continuation Period, shall have no effect upon any of Employee’s Equity or any other benefit or obligation due to Employee from Employer. The Six Months Employment Continuation Period shall be counted as part of any Restricted Period. Employee’s compensation for the Six Months Employment Continuation Period shall be no less than his Base Salary, Target Annual Incentive Compensation in effect Bonus and discretionary bonus (if any) for the year immediately prior to preceding the Change in Control, if higher); (ii) notwithstanding anything to prorated for the contrary period that Employee is actually employed under the Six Months Employee Continuation Period. The Employer shall also make the Additional Payment set forth in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by this Section in the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as event of the Date Employee’s death or upon Employee becoming “Totally Disabled” (as described in Section 7(a) (c)) within six (6) months of Termination orthe date of a Change in Control. Unless payment may be made sooner without triggering a tax or penalty under Section 409A of the Internal Revenue Code, if later, any payment due under this section 10(a)(i) shall be made not later than 2-1/2 months following the end of the year in which occurs the later of the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the first to occur of the Employee’s COBRA health continuation period's termination of employment, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid death or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Controlbecoming Totally Disabled; provided, however, that if the 60-day period begins Change in one calendar year and ends Control is not a "change in a second calendar yearcontrol" within the meaning of Section 409A(a)(2)(A)(v) of the Code (as hereinafter defined), such then payment shall be made at the first to occur of any event following a Change in Control that would permit distribution under Section 409A(a)(2)(A) of the Code. (ii) Subject to Section 10(b) (iii) hereof, the Additional Payment shall be in an amount equal to 2.99 times the Employee’s average annual cash compensation (Base Salary, Target Bonus and discretionary bonus calculated from the date of Employee’s initial employment) paid to the Employee by the Employer. In addition, in the event of a Change in Control, all Equity that has been granted to the Employee shall immediately vest. In determining the Employee’s average annual cash compensation to arrive at the amount of the Additional Payment, the Target Bonus for the year in which the Change in Control occurs shall be valued as if Employee had achieved 100% of his goals for the year in which the Change in Control occurs and had been paid that Target Bonus without pro-ration in that year, and the discretionary bonus for the year in which the Change in Control occurs shall be valued at the amount of any discretionary bonus paid for the year preceding the year in which the Change in Control occurs and, at Employee’s option, treated as if a discretionary bonus had been paid without pro-ration in the year in which the Change in Control occurs. The Additional Payment calculation shall not include the value of the stock grant made to Employee upon his initial employment as a signing bonus or commence the value of stock option grants or any form of deferred compensation, or gains realized from the sale of restricted stock or from the sale of stock obtained through the exercise of stock options. (iii) To the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Employee, under any other Employer plan or agreement (such payments or benefits collectively referred to as the "Payments") would be subject to the excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Employee may direct the Employer to reduce the Payments to the extent necessary so that no Payment to be paid made or benefit to be provided to the Employee shall be subject to the Excise Tax. If the Employee elects not to direct Employer to reduce the Payments, Employee shall be responsible for paying his own Excise Tax. (b) A “Change in Control” of the second calendar year Employer, for purposes of this Agreement, shall be deemed to have taken place (A) if as the result of, or in connection with, any cash tender or exchange offer, merger, or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, the persons who were directors of the Employer within twelve months before such transaction shall cease to constitute a majority of the Board of the Employer or any successor entity; (B) the consummation of a merger or consolidation of the Employer, with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's issued shares or securities outstanding immediately after such merger, consolidation or other reorganization is owned beneficially by persons other than the last day shareholders who owned beneficially more than 50% of the combined voting power of the Employer’s securities immediately prior to such 60-day periodmerger, consolidation or other reorganization; or (C) the sale, transfer or other disposition of all or substantially all of the Employer’s assets (c) The Employer shall have no obligation to make the payments set forth herein if the Employee is in material breach of the Employee’s obligations under this Agreement. The Employee shall be obligated to execute a Release as a condition to receiving the payments set forth in this Section.

Change in Control. During the TermNotwithstanding Section 2(b) hereof, if the Employee’s employment is terminated by the Company without Cause as provided Executive experiences a Qualifying Termination within six months prior to, on or within 24 months following, a Change in Section 3(d) or the Employee terminates his employment for Good Reason as provided Control (a “Change in Section 3(eControl Termination”), then, subject to Section 2(e) hereof and Executive’s continued compliance with his obligations under Sections 4 - 7 hereof, Executive shall be entitled to receive: (i) an amount in either case within three cash equal to the sum of Executive’s Base Salary, disregarding any reduction in salary giving rise to Good Reason, and Target Bonus, payable in substantially equal installments in accordance with the Company’s normal payroll procedures (3but not less frequently than monthly) months over the 12-month period following the Date of Termination; provided, that such payments shall commence on the first payroll date following the effective date of the Release, and amounts otherwise payable prior to such first payroll date shall be paid on the first payroll date without interest thereon and, provided, further, that (A) if such Change in Control Termination occurs prior to a Change in Control then any amounts that have not been paid prior to the consummation of such Change in Control instead shall be paid in a single cash lump-sum on date of the Change in Control (or, if later, the date on which the Release becomes effective) and (B) if such Change in Control Termination occurs on or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all then such amount shall be paid in a single lump-sum within 60 days after following the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher)Termination; (ii) notwithstanding anything to a pro-rata portion of Executive’s target Annual Bonus for the contrary calendar year in any applicable option which the Date of Termination occurs, payable in a single cash lump sum on the later of the 60-day anniversary of the Date of Termination and the date of the Change in Control; (iii) the COBRA benefits set forth in Section 2(b)(iii) hereof; (iv) except as otherwise explicitly set forth in an individual award agreement or stockevidencing a Time-based award agreementBased Equity Award, all stock options and other stockeach outstanding Time-based awards Based Equity Award held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable Executive as of the Date of Termination orshall vest and, if lateras applicable, become exercisable in full on the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level later of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuationthe date of the Change in Control, then and each outstanding Equity Award held by Executive as of the Company Date of Termination that is not a Time-Based Equity Award shall pay to be treated in accordance with the Employee a monthly cash payment for twelve (12) months or terms and conditions of the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to applicable award agreement and the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the CompanyPlan; and (ivv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the Date of Termination orTermination, if later, to the extent vested as of or in connection with the Change in Control; providedControl Termination, howevershall remain exercisable until the three-year anniversary of the Date of Termination, that if but in no event beyond the 60-day period begins in one calendar year and ends in a second calendar year, outside expiration date of each such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodstock option.

Change in Control. During Upon the Term, if the Employee’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to occurrence of a Change in Control or within 18 months after a Change in Controlof ----------------- the Company, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee Executive the greater of (i) the amount of total compensation (from all sources) to which the Executive would have (or could have reasonably been expected to have) been entitled had the Agreement not been terminated or (ii) 2.99 times the Executive's Total Compensation for the immediately preceding twelve-month period. The Executive shall be entitled to continue to receive benefits pursuant to Paragraph 5 hereof (or the cash equivalent thereof if the Company cannot directly provide such benefits). The aforesaid amount shall be payable, at the option of the Executive, either (i) in full immediately upon such termination or (ii) semi-monthly over the remainder of the Employment Period. The Company shall also provide Support Services to Executive for a lump sum period of three (3) years from the Date of Termination. In addition, the Executive shall be entitled, at the option of the Executive, (i) to exercise any options to purchase Shares granted to the Executive, whether or not then vested, in cash in an amount accordance with the terms of the applicable share option agreement or plan, (ii) to retain any Shares awarded to the Executive, whether or not then vested, and any forfeiture provisions applicable thereto will lapse, (iii) to require the Company (upon written notice delivered within 180 days following the date of the Executive's termination) to repurchase all or any portion of the Executive's options to purchase Shares, whether or not then vested, at a price equal to the sum of (A) twelve (12) months difference between the Fair Market Value of the Employee’s Base Salary (or Shares for which the Employee’s Base Salary in effect immediately prior options to be repurchased are exercisable and the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock exercise price of such options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination orTermination, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(ireceive new options to purchase shares of the acquiring or surviving entity, which new options shall contain terms which (A) provide, as to exercise price, the economic equivalent of Executive's rights with respect to Executive's options to purchase Shares, (B) have the same duration and periods of exercise as Executive's options to purchase Shares, (C) provide for the same treatment upon the occurrence of a Change of Control as Executive's options to purchase Shares and (iiiD) shall be paid or commence otherwise provide Executive the same rights and benefits to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence which he is entitled with respect to be paid in the second calendar year by the last day of such 60-day periodoptions to purchase Shares.

Change in Control. During (a) If, during the Term, if the Employeethere should be a Change of Control (as defined herein), and within 1 year thereafter either (i) Executive’s employment is should be terminated by the Company without for any reason other than for Cause as provided in Section 3(dor (ii) or the Employee Executive terminates his employment for Good Reason (as provided defined in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release4.4): (i) the Company shall pay Executive any amounts (including salary, bonuses, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Employee date of such termination, together with any payment in lieu of accrued but untaken holiday; (ii) Company shall pay Executive a lump sum amount equal to three times Executive’s Base Salary as of the date of such termination, subject to such deductions for income tax and National Insurance contributions as may be required by law; (iii) Executive shall be entitled to continue to receive medical benefits coverage (as described in cash Section 3.3) for Executive and Executive’s spouse and dependents (if any) at Company’s expense for a period of 36 months; (iv) Anything to the contrary in any other agreement or document notwithstanding, each outstanding equity incentive award granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination; and (v) In addition, if, for the year in which Executive is terminated, Company achieves the performance goals established in accordance with any incentive plan in which Executive participates, Company shall pay an amount equal to the sum bonus that Executive would have received had he been employed by Company for the full year. (b) Upon making the payments described in this Section 4.5, Company shall have no further obligation to Executive under this Agreement. To the extent that the payments to be made under this Section 4.5 are damages (which is not admitted), Company and Executive agree that the terms of (A) twelve (12) months this Section 4.4 represent a genuine pre-estimate of the Employee’s Base Salary (or the Employee’s Base Salary in effect immediately prior loss to the Executive that would arise on termination of employment hereunder in the circumstances described and does not constitute a penalty. Company waives any requirement on Executive to mitigate his losses in respect of such termination. (c) A “Change in Control” of Company shall mean: (i) the acquisition by any person, if higherentity or “group” required to file a Schedule 13D or Schedule 14D-1 under the United States Securities Exchange Act of 1934 (the “1934 Act”) plus (Bexcluding, for this purpose, Company, its subsidiaries, any employee benefit plan of Company or its subsidiaries which acquires ownership of voting securities of Company, and any group that includes Executive) one of beneficial ownership (1within the meaning of Rule 13d-3 under the 0000 Xxx) times of 50% or more of either the Employee’s Target Annual Incentive Compensation (then outstanding ordinary shares or the Employeecombined voting power of Company’s Target Annual Incentive Compensation then outstanding voting securities entitled to vote generally in effect immediately prior to the Change in Control, if higher)election of directors; (ii) notwithstanding anything the election or appointment to the contrary in any applicable option agreement Board of Directors of Company, or stock-based award agreementresignation of or removal from the Board, all stock options and other stock-based awards held by of directors with the Employee shall immediately accelerate and become fully exercisable or nonforfeitable result that the individuals who as of the Date date hereof constituted the Board (the “Incumbent Board”) no longer constitute at least a majority of Termination the Board, provided that any person who becomes a director subsequent to the date hereof whose appointment, election, or nomination for election by Company’s shareholders, was approved by a vote of at least a majority of the Incumbent Board (other than an appointment, election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if approval by the Employee was participating in shareholders of Company of: (i) a reorganization, merger or consolidation by reason of which persons who were the Company’s group health plan shareholders of Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the Date combined voting power of Termination and elects COBRA health continuationthe reorganized, merged or consolidated company’s then outstanding voting securities entitled to vote generally in the election of directors, or (ii) a liquidation or dissolution of Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation periodsale, whichever ends earliertransfer, in an amount equal to lease or other disposition of all or substantially all of the monthly employer contribution that the undertaking or assets of Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid whether such assets are held directly or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodindirectly).

Change in Control. During the Term, if within 12 months after a Change in Control, the EmployeeExecutive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Employee Executive terminates his the Executive’s employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and Release by the Employee Executive and the Separation Agreement and Release becoming irrevocable and fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):Termination: (i) the Company shall pay the Employee Executive a lump sum in cash in an amount equal to 1.5 times the sum of (A) twelve (12) months of the EmployeeExecutive’s then current Base Salary (or the EmployeeExecutive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the EmployeeExecutive’s Target Annual Incentive Compensation (or target annual incentive compensation for the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher);then-current year; and (ii) notwithstanding anything the Company shall pay the Executive a lump sum in cash in an amount equal to a pro-rata portion of the Executive’s annual target incentive compensation for the year of termination, with such pro-ration determined based on the number of days elapsed in the calendar year through the Date of Termination relative to the contrary total number of days in the calendar year of termination; and (iii) effective as of the Accelerated Vesting Date, (A) all Time-Based Equity Awards shall immediately accelerate and become fully exercisable or nonforfeitable and (B) except as otherwise expressly provided in any applicable option agreement or other stock-based award agreement, a pro-rata portion all stock options and other stock-based awards held by the Employee Executive that are subject to performance-based vesting and for which achievement of the performance metrics has not been determined as of the Date of Termination shall immediately become exercisable or nonforfeitable at the end of the performance period based on actual performance through the end of the performance period, with the pro-ration determined based on the number of days elapsed in the performance period through the Date of Termination relative to the total number of days in the performance period (and such awards shall remain outstanding through the end of the applicable performance period; provided, however, that if such awards accelerate and become fully exercisable or nonforfeitable as immediately prior to or upon a Change in Control and stock options and other stock-based awards of the Company terminate upon such Change in Control, such awards shall terminate upon, and not remain outstanding following, such Change in Control). Notwithstanding anything to the contrary in the applicable plans and/or award agreements governing the Time-Based Equity Awards any termination or forfeiture of unvested shares underlying the Time-Based Equity Awards that could vest pursuant to this Section 5(a)(iii) and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent the Time-Based Equity Awards do not vest pursuant to this Section 5(a)(iii). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and (iv) if the Executive properly elects to receive benefits under COBRA, 18 months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination and elects COBRA health continuationfor a period of 18 months. For the avoidance of doubt, then the Company shall pay to the Employee a monthly cash payment taxable payments described above may be used for twelve (12) months or the Employee’s COBRA health any purpose, including, but not limited to, continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Companycoverage under COBRA; and (ivv) The amounts payable under Section Sections 5(a)(i) ), (ii), and (iii) iv), to the extent taxable, shall be paid or commence to be paid on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination or, if later, the Change in ControlTermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period.

Change in Control. During If, (A) “In Anticipation Of,” as defined below, or within twelve (12) months after a “Change in Control” of the TermCompany (or any successor), if as defined below, the Company involuntarily terminates Employee’s employment is terminated by the Company without Cause as provided in Section 3(dCause, or (B) or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three twelve (312) months prior to a Change in Control or within 18 months month after receiving notice (which notice may be oral) of a Change in Control, then, subject the Employee voluntarily elects to retire from full-time service to the signing of the Separation Agreement and Release by the Company, then Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee receive a lump sum in cash in an amount payment equal to two times (2x) the sum of (Aamount that would be required to be paid to Employee as a Lump Sum Payment under Section 5(d) twelve (12) months of the upon Employee’s Base Salary termination other than for Cause (or hereinafter the Employee’s Base Salary “Change in effect immediately prior to the Control Payment”). If Employee voluntarily resigns following a Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior Employee may continue to render, on a non-exclusive basis, such consulting and advisory services to the Change Company as Employee may in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and (iv) The amounts payable under Section 5(a)(i) and (iii) shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Controlhis sole discretion accept; provided, however, that any such consulting and advisory services and the conditions under which they shall be performed shall be fully in keeping with the position or positions Employee held under this Agreement. In the event that any economic benefit, payment or distribution by the Company to or for the benefit of Employee, whether paid, payable, distributed or distributable, pursuant to this Section 7 or otherwise In Anticipation Of or following a Change in Control, including, if applicable, the 60vesting of Employee’s stock options (hereinafter, the “Total Payments”), would result in all or a portion of such Total Payments being subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties with respect to such excise tax (such excise tax and any applicable interest and penalties, collectively referred to in this Agreement as the “Excise Tax”), then the Employee’s Total Payments (including the Change in Control Payment) shall be either (A) the full payment or (B) such lesser amount that would result in no portion of the Total Payment being subject to Excise Tax, whichever of the foregoing amounts, taking into account the applicable Federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by Employee, on an after-day period begins tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be taxable under Section 4999 of the Code. All determinations required to be made under this Section 7(a) shall be made by the Company’s regular outside independent public accounting firm immediately prior to the event triggering the payments that are subject to the Excise Tax, which firm must be reasonably acceptable to Employee (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company and Employee. Notice must be given to the Accounting Firm within twenty (20) business days after an event entitling Employee to a Change in one calendar year Control Payment under this Agreement. All fees and ends expenses of the Accounting Firm shall be borne solely by the Company. The Accounting Firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). For the purposes of all calculations under Sections 4999 and 280G of the Code and the application of this Section 7, Company and Employee hereby elect and agree to make all determination as to present value using 120 percent of the applicable Federal rate (determined under Section 1274(d) of the Code) compounded monthly, as in effect on the date such calculation is made. The Company agrees to reimburse Employee (on an after-tax basis) for his reasonable legal and other professional expenses of pursuing any reasonable contest, claim or cause of action (including any claim of tax refund) on his own behalf that may arise (notwithstanding the application of the foregoing provisions of this Section 7) as a result of (i) the Internal Revenue Service seeking to impose an Excise Tax on Employee or (ii) the Company (or any successor) withholding or seeking to withhold any portion of the Change in Control Payment or any Excise Tax from any payment or benefit to Employee without Employee’s consent. Unless Employee shall have given prior written notice to the Company to effectuate a reduction in the Total Payments in a second calendar yearmanner other than as set forth below, if such payment a reduction is required, the Company shall be paid reduce or commence to be paid eliminate the Total Payments by first reducing or eliminating the Change in the second calendar year Control Payment, then by the last day reducing or eliminating any accelerated vesting of such 60-day periodstock options, then by reducing or eliminating any other remaining Total Payments.

Change in Control. During (a) In the Term, if event that the EmployeeExecutive’s employment is terminated hereunder ends either voluntarily or by the Company without Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e)termination, in either case each case, upon, in anticipation of, or within three six (36) months prior to following, a Change in Control or within 18 months after (defined in Appendix A), then in lieu of the benefits described in Section 5, the Executive shall be entitled to receive the following benefits, provided, however that for purposes of this Section 6(a), a termination will be deemed to occur “in anticipation of a Change in Control, then, subject ” only if it occurs after the date on which a Change in Control is formally proposed to the signing Company’s Board of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release):Directors: (i) any outstanding Stock Options shall become fully vested and exercisable at the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) twelve (12) months effective time of the Employee’s Base Salary (or Change of Control and shall remain exercisable for at least the Employee’s Base Salary in effect immediately prior to lesser of one year following such event and the Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher)maximum stated term of such Stock Option; (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee outstanding Restricted Shares shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%vested; (iii) the Executive shall be entitled to additional or other benefits (if any) in accordance with the Employee was participating in the Company’s group health plan immediately prior to the Date applicable terms of Termination applicable plans, programs and elects COBRA health continuation, then arrangements of the Company shall pay to the Employee a monthly cash payment for twelve (12) months or the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; andand its Affiliates. (iv) The amounts payable the Company shall promptly pay the Executive two times Executive’s then-current Annual Compensation (based upon Executive’s then-current base salary and target bonus) (two years constituting the “Amended Severance Period”) in lieu of the severance governed by Section 5(d) or 5(e). (b) Payment of the Executive’s separation pay benefit under this Section 5(a)(i6 shall be made as follows: (i) Payment of the separation pay benefit shall commence as of the 30th day after the Executive’s Separation from Service, and shall continue in monthly installments thereafter until all 18 payments are made. (ii) In the event the value of the separation pay benefit shall exceed two times the lesser of the Executive’s annualized compensation or the maximum amount that may be taken into account for qualified plan purposes (in each case, as determined in accordance with Treas. Reg. §1.409A-1(b)(9)(iii)(A)), the excess shall not be paid as provided in (i), above, but instead shall be paid in 18 equal monthly installments commencing as of the first of the month after the date that is six months after the Executive’s Separation from Service date. (iii) In no event shall payments be accelerated, nor shall the Executive be eligible to defer payments to a later date. (c) If any portion of the payments which the Executive has the right to receive from the Company, or any affiliated entity or successor, hereunder would constitute “excess parachute payments” (as defined in Section 280G of the Internal Revenue Code) subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, such excess parachute payments shall be paid or commence reduced to be paid within 60 days after the Date of Termination or, if later, the Change largest amount that will result in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day no portion of such 60-day periodexcess parachute payments being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code.

Change in Control. During Notwithstanding the Termprovisions of Section 2 "Right to Exercise Option" and Section 3 "Termination of Employment" of this Agreement, (i) in the event of a termination by the Corporation of the Optionee's employment Without Cause (as defined below) or Diminishment of the Optionee's Responsibilities Without Cause (as defined below), following a Change in Control of the Corporation, or (ii), in the event of a Change in Control, if one of the Employee’s corporations surviving the Change in Control or the person purchasing the Corporation's assets in the Change in Control does not assume this option, any portion of this option that is then not exercisable shall become immediately exercisable. For purposes hereof, "Without Cause" shall mean the Optionee's employment is terminated by the Company without Cause as provided in Section 3(d) Corporation, or the Employee terminates his employment for Good Reason as provided in Section 3(e), in either case within three (3) months prior to there is a Change in Control or within 18 months after a Change in Control, then, subject to the signing Diminishment of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effectiveOptionee's Responsibilities, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): for any reason except (i) the Company shall pay the Employee a lump sum in cash in an amount equal personal dishonesty; (ii) willful misconduct; (iii) breach of fiduciary duty to the sum Corporation; (iv) conviction for violation of any law (Aother than traffic violations or similar offenses); or (v) twelve repeated or intentional failure to perform duties, after written notice is delivered identifying the failure, and it is not cured within ten (1210) months days following receipt of such notice. For purposes hereof, "Diminishment of the Employee’s Base Salary Optionee's Responsibilities" shall mean the Corporation, or any successor thereto, (or i) reassigning the Employee’s Base Salary in effect Optionee substantial duties which are materially inconsistent with the Optionee's position, duties and responsibilities with the Corporation immediately prior to the Change in Control, if higherexcept for reassignments of duties which constitute a bona fide promotion of the Optionee, or (ii) plus reducing the Optionee's compensation such that (Ba) one the Optionee's annual base salary is less than eighty (180%) times percent of the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately Optionee's annual base salary prior to the Change in Control; and (b) the Optionee's annual base salary and the annual cash bonus which the Optionee is eligible to earn (including any performance based bonus), if higher); (ii) notwithstanding anything combined, is not at least equal to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as combination of the Date of Termination or, if later, Optionee's annual base salary prior to the Change in Control and the average of the annual cash bonuses which the Optionee was eligible to earn (including any performance criteria applicable based bonus, but excluding any bonus payable to such options the Optionee for completing the Change in Control), whether or awards not actually earned, for the year in which the Change in Control occurred and for the year prior thereto. For purposes hereof, a "Change in Control" shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating to have occurred in the Company’s group health plan event of (i) a merger involving the Corporation in which the Corporation is not the surviving corporation (other than a merger with a wholly-owned subsidiary of the Corporation formed for the purpose of changing the Corporation's corporate domicile); (ii) a share exchange in which the shareholders of the Corporation exchange their stock in the Corporation for stock of another corporation (other than a share exchange in which all or substantially all of the holders of the voting stock of the Corporation, immediately prior to the Date transaction, exchange, on a pro rata basis, their voting stock of Termination and elects COBRA health continuation, then the Company shall pay to Corporation for more than 50% of the Employee a monthly cash payment for twelve voting stock of such other corporation); (12iii) months the sale of all or substantially all of the Employee’s COBRA health continuation period, whichever ends earlier, in an amount equal to assets of the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the CompanyCorporation; and or (iv) The amounts payable under any person or group of persons (as defined by Section 5(a)(i13(d) and of the Securities Exchange Act of 1934, as amended) (iiiother than any employee benefit plan or employee benefit trust benefiting the employees of the Corporation) shall be paid becoming a beneficial owner, directly or commence to be paid within 60 days after indirectly, of securities of the Date Corporation representing more than fifty (50%) percent of Termination oreither the then outstanding Common Stock of the Corporation, if lateror the combined voting power of the Corporation's then outstanding voting securities. In the event of a Change of Control, the Change Committee may, in Control; providedits sole discretion and without the consent of the Optionee, however, that if cancel this option in exchange for a payment with respect to each vested share of Common Stock as provided in Section 9.2(b) of the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodPlan.