Common use of Change of Control Termination Clause in Contracts

Change of Control Termination. If, during a Protected Period following a Change of Control, the Company terminates Executive’s employment during the Term without Cause, Executive resigns his employment upon the expiration of the Term following the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reason, then Executive shall be entitled to receive (i) payment of the Accrued Obligation and any unreimbursed business expenses and (ii) subject to the satisfaction of any applicable performance targets, as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to a previous calendar year completed prior to the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination of such Bonuses). In addition, subject to Executive’s (x) delivery to the Company by the Release Expiration Date (and non-revocation in any time provided to do so) of an executed Release and (y) compliance with Articles V, VI, and VII, Executive shall also be entitled to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three (3) times the sum of (A) the annualized rate of Executive’s Base Salary as in effect on the Date of Termination and (B) Executive’s target Annual Bonus for the calendar year in which the Date of Termination occurs; and (4) a lump sum payment of an amount equal to all COBRA premiums that would be payable during the period beginning on the Date of Termination and ending on the date that is three (3) years after the Date of Termination, assuming Executive and his dependents who were enrolled in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time period.

Change of Control Termination. IfNotwithstanding any other provision in this Agreement to the contrary, during a Protected Period following in the event of a Change of ControlControl Termination, the Company terminates Executive’s employment during shall, on the Term without CauseTermination Date, pay the Executive resigns his employment upon the expiration of the Term following the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reason, then Executive shall be entitled to receive (i) payment of the Accrued Obligation and any unreimbursed business expenses and (ii) subject to the satisfaction of any applicable performance targets, as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to a previous calendar year completed prior to the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination of such Bonuses). In addition, subject to Executive’s (x) delivery to the Company by the Release Expiration Date (and non-revocation in any time provided to do so) of an executed Release and (y) compliance with Articles V, VI, and VII, Executive shall also be entitled to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount which is equal to three (3) times the sum of (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, plus (ii) the product of (A) two (2) multiplied by (B) the annualized rate of Executive’s Base Salary as in effect on as of the Date Termination Date, plus (iii) the product of Termination and (A) two (2) multiplied by (B) Executive’s target Annual Bonus the greater of (1) the average annual cash bonus paid to the Executive for the calendar two years preceding the year in which the Termination Date occurs or (2) the Executive’s target bonus, if any, for the year in which the Termination Date occurs, plus (iv) the product of (A) twenty-four (24) multiplied by (B) the monthly COBRA premium for health care continuation coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible, plus (v) reimbursement of business expenses to which the Executive is entitled as of the Termination occurs; and Date under Section 5. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Award Plans and/or Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. Notwithstanding the foregoing, if the Executive is a Specified Employee and the total of the payments under this Section 9(b) exceeds the limit set forth in Treas. Reg. §1.409A-1(b)(9)(iii)(A) (4related to separation pay), then the amount in excess of such limit shall be delayed for six (6) months following the Executive’s Termination Date, and such delayed amount shall be paid in a lump sum payment after the end of an amount equal the six-month delay. For purposes of any Award Agreement granted to all COBRA premiums that would be payable during the period beginning on the Date of Executive, a Termination and ending on the date for Good Reason that is three (3) years after Change of Control Termination under this Agreement shall constitute an involuntary termination of the Date Executive’s employment by the Company, and not a voluntary termination by the Executive. In the event of a Change of Control Termination, assuming the Executive shall continue to be subject to the Confidentiality Agreement and his dependents who were enrolled in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the aboveNon-referenced time periodCompete Agreement.

Change of Control Termination. If, during a Protected Period following a Change of Control, Period: (A) the Company terminates Executive’s employment during the Term without Causeunder this Agreement other than for Cause (and not due to Executive’s death or Permanent Disability), Executive resigns his or (B) Executive’s employment under this Agreement ends upon the expiration of the Term then-existing Initial Period or Extension Period, as applicable, following (and as the result of) the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reasonissuance of a Notice of Non-Renewal , then Executive shall be entitled to receive (i) payment of the Accrued Obligation and any unreimbursed business expenses and (ii) subject to the satisfaction of any the STIP and applicable performance targetsSTI Performance Plan or other applicable terms and conditions, as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to a previous calendar year or other performance period, as applicable, completed prior to the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination determination, date of approval or date of payment of such Bonuses, as may be applicable). In addition, subject to Executive’s (x) delivery to the Company by the Release Expiration Date (and non-revocation in any time provided to do so) of an executed Release and (y) compliance with Articles V, VI, and VII, Executive shall also be entitled eligible to receive: (1) i. a lump sum payment of an amount equal to the Annual Bonus for the calendar year during Bonus Year in which Executive’s employment is terminated the Date of Termination occurs at the target level, which, for the purposes of this Section 4.3(c)(iii), shall be calculated, without proration, based on the Effective STI Bonus Target established for Executive for the Bonus Year in which the Date of Termination occurs multiplied by the annualized rate of Executive’s Effective Base Salary as in effect on the Date of Termination; (2) ii. any and all long-term equity compensation awards outstanding Equity Awards granted to Executive under any plan not previously vested shall become fully vested, without proration, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, that with respect to any award Equity Award that is intended subject to be performance-based compensation under Section 162(m) vesting conditions, the number of the Code, securities subject to such award Equity Award shall be paid reduced on a pro rata basis to the result of (A) the total number of target securities subject to the Equity Award multiplied by (B) a fraction, the numerator of which is the number of full months in which Executive was employed under this Agreement (counting the month in which the Date of Termination occurs as a full month) and the denominator of which is the number of full months in the performance period applicable to the Equity Award, and such reduced number of securities shall become vested and will be calculated, settled and delivered (if at all) at the prorated target level without regard to any performance goal otherwise applicable thereto; (3) iii. a lump sum payment of an amount equal to three one (31) times the sum of (A) the annualized rate of Executive’s Effective Base Salary as in effect on the Date of Termination and (B) the target value of Executive’s target Annual Bonus for the calendar year Bonus Year in which the Date of Termination occurs; and, which, for the purposes of this Section 4.3(c)(v), shall be calculated without proration, based on the Effective STI Bonus Target established for Executive for the Bonus Year in which the Date of Termination occurs multiplied by the annualized rate of Executive’s Effective Base Salary as in effect on the Date of Termination; (4) iv. a lump sum payment of an amount equal to all COBRA premiums that would be payable during the period beginning on the Date of Termination and ending on the date that is three eighteen (318) years months after the Date of Termination, assuming Executive and his Executive’s dependents who were enrolled in the Company’s group health plans of the Parent (or other member of the Company Group, as applicable) as of the Date of Termination elected continuation coverage under the Company’s such group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive and his Executive’s dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time period.; and

Change of Control Termination. IfNotwithstanding any other provision in this Agreement to the contrary, during a Protected Period following in the event of a Change of ControlControl Termination, the Company terminates Executive’s employment during shall, on the Term without CauseTermination Date, pay the Executive resigns his employment upon a lump sum amount which is equal to the expiration sum of the Term following the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reason, then Executive shall be entitled to receive (i) payment any Base Salary and bonus compensation earned but unpaid as of the Accrued Obligation and any unreimbursed business expenses and Termination Date, plus (ii) subject to the satisfaction of any applicable performance targets, as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to a previous calendar year completed prior to the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination of such Bonuses). In addition, subject to Executive’s (x) delivery to the Company by the Release Expiration Date (and non-revocation Base Salary in any time provided to do so) of an executed Release and (y) compliance with Articles V, VI, and VII, Executive shall also be entitled to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options effect as of the Date of Termination remaining exercisable for Date, plus (iii) the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three (3) times the sum greater of (A) the annualized rate of Executive’s Base Salary as in effect on average annual cash bonus paid to the Date of Termination and (B) Executive’s target Annual Bonus Executive for the calendar two years preceding the year in which the Termination Date occurs or (B) the Executive’s target bonus, if any, for the year in which the Termination Date occurs, plus (iv) the product of (A) twelve (12) multiplied by (B) the monthly COBRA premium for health care continuation coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible, plus (v) reimbursement of business expenses to which the Executive is entitled as of the Termination occurs; and Date under Section 5. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Award Plans and/or Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. Notwithstanding the foregoing, if the Executive is a Specified Employee and the total of the payments under this Section 9(b) exceeds the limit set forth in Treas. Reg. §1.409A-1(b)(9)(iii)(A) (4related to separation pay), then the amount in excess of such limit shall be delayed for six (6) months following the Executive’s Termination Date, and such delayed amount shall be paid in a lump sum payment after the end of an amount equal the six-month delay. For purposes of any Award Agreement granted to all COBRA premiums that would be payable during the period beginning on the Date of Executive, a Termination and ending on the date for Good Reason that is three (3) years after Change of Control Termination under this Agreement shall constitute an involuntary termination of the Date Executive’s employment by the Company, and not a voluntary termination by the Executive. In the event of a Change of Control Termination, assuming the Executive and his dependents who were enrolled in shall continue to be subject to the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time periodConfidentiality Agreement.

Change of Control Termination. If, during a Protected Period If within the thirteen (13) months immediately following a Change of in Control or the one (1) month immediately preceding a Change in Control, : (i) Executive is involuntarily terminated by the Company (or its successor entity) other than for Cause or (ii) Executive voluntarily terminates his employment with the Company (or its successor entity) for Good Reason (either constituting a “Change of Control Termination”), and in each case Executive signs a Release and written acknowledgment of Executive’s employment during continuing obligations under the Term without CauseProprietary Information Agreement, Executive resigns his employment upon the expiration of the Term following the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reason, then Executive shall be entitled to receive the equivalent of twelve (i12) payment months of the Accrued Obligation and any unreimbursed business expenses and (ii) subject to the satisfaction of any applicable performance targets, his Base Salary as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to a previous calendar year completed effect immediately prior to the Change of Control Termination Date, payable on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductions, commencing on the first regularly scheduled pay date following the Effective Date of Termination (without regard to any requirement the Release. Provided that Executive remain employed through is eligible for and timely elects continuation of his health insurance pursuant to COBRA, for a period of twelve (12) months following a Change in Control Termination, the date Company shall also reimburse Executive for the cost of determination of COBRA premiums to be paid in order for Executive to maintain medical insurance coverage that is substantially equivalent to that which Executive received immediately prior to the termination provided, however, that the Company’s obligation to pay Executive’s COBRA premiums will cease immediately in the event Executive becomes eligible for group health insurance during the twelve (12) month period, and Executive hereby agrees to promptly notify the Company if he becomes eligible to be covered by group health insurance in such Bonusesevent (the salary continuation and COBRA reimbursement are collectively referred to as the “Change in Control Severance Benefits”). In addition, the Company will vest one-hundred percent (100%) of the shares subject to Executive’s (x) delivery options and such vesting shall occur upon the occurrence of the Change of Control in the case of a Change of Control Termination occurring prior to the Company by Change in Control or upon termination in the Release Expiration Date (case of a Change of Control Termination occurring after the Change of Control. All other terms and non-revocation conditions set forth in any time provided to do so) of an executed Release and (y) compliance with Articles Vthe options, VIthe Plan, and VII, Executive shall also be entitled to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three (3) times the sum of (A) the annualized rate of Executive’s Base Salary as in effect on the Date of Termination and (B) Executive’s target Annual Bonus for the calendar year in which the Date of Termination occurs; and (4) a lump sum payment of an amount equal to all COBRA premiums that would be payable during the period beginning on the Date of Termination and ending on the date that is three (3) years after the Date of Termination, assuming Executive and his dependents who were enrolled in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive stock option agreements shall remain in full force and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time periodeffect.

Change of Control Termination. If, during a Protected Period If within the thirteen (13) months immediately following a Change of in Control or the one (1) month immediately preceding a Change in Control, : (i) Executive is involuntarily terminated by the Company (or its successor entity) other than for Cause or (ii) Executive voluntarily terminates his employment with the Company (or its successor entity) for Good Reason (either constituting a “Change of Control Termination”), and in each case Executive signs a Release and written acknowledgment of Executive’s employment during continuing obligations under the Term without CauseProprietary Information Agreement, Executive resigns his employment upon the expiration of the Term following the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reason, then Executive shall be entitled to receive the equivalent of six (i6) payment months of the Accrued Obligation and any unreimbursed business expenses and (ii) subject to the satisfaction of any applicable performance targets, his Base Salary as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to a previous calendar year completed effect immediately prior to the Change of Control Termination Date, payable on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductions, commencing on the first regularly scheduled pay date following the Effective Date of Termination (without regard to any requirement the Release. Provided that Executive remain employed through is eligible for and timely elects continuation of his health insurance pursuant to COBRA, for a period of six (6) months following a Change in Control Termination, the date Company shall also reimburse Executive for the cost of determination of COBRA premiums to be paid in order for Executive to maintain medical insurance coverage that is substantially equivalent to that which Executive received immediately prior to the termination provided, however, that the Company’s obligation to pay Executive’s COBRA premiums will cease immediately in the event Executive becomes eligible for group health insurance during the six (6) month period, and Executive hereby agrees to promptly notify the Company if he becomes eligible to be covered by group health insurance in such Bonusesevent (the salary continuation and COBRA reimbursement are collectively referred to as the “Change in Control Severance Benefits”). In addition, the Company will vest one-hundred percent (100%) of the shares subject to Executive’s (x) delivery options and such vesting shall occur upon the occurrence of the Change of Control in the case of a Change of Control Termination occurring prior to the Company by Change in Control or upon termination in the Release Expiration Date (case of a Change of Control Termination occurring after the Change of Control. All other terms and non-revocation conditions set forth in any time provided to do so) of an executed Release and (y) compliance with Articles Vthe options, VIthe Plan, and VII, Executive shall also be entitled to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three (3) times the sum of (A) the annualized rate of Executive’s Base Salary as in effect on the Date of Termination and (B) Executive’s target Annual Bonus for the calendar year in which the Date of Termination occurs; and (4) a lump sum payment of an amount equal to all COBRA premiums that would be payable during the period beginning on the Date of Termination and ending on the date that is three (3) years after the Date of Termination, assuming Executive and his dependents who were enrolled in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive stock option agreements shall remain in full force and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time periodeffect.

Change of Control Termination. IfNotwithstanding any other provision in this Agreement to the contrary, during a Protected Period following in the event of a Change of ControlControl Termination, the Company terminates Executive’s employment during shall, on the Term without CauseTermination Date, pay the Executive resigns his employment upon a lump sum amount which is equal to the expiration sum of the Term following the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reason, then Executive shall be entitled to receive (i) payment any Base Salary and bonus compensation earned but unpaid as of the Accrued Obligation and any unreimbursed business expenses and Termination Date, plus (ii) subject to the satisfaction of any applicable performance targets, as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to a previous calendar year completed prior to the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination of such Bonuses). In addition, subject to Executive’s (x) delivery to the Company by the Release Expiration Date (and non-revocation Base Salary in any time provided to do so) of an executed Release and (y) compliance with Articles V, VI, and VII, Executive shall also be entitled to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options effect as of the Date of Termination remaining exercisable for Date, plus (iii) the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three (3) times the sum greater of (A) the annualized rate of Executive’s Base Salary as in effect on average annual cash bonus paid to the Date of Termination and (B) Executive’s target Annual Bonus Executive for the calendar two years preceding the year in which the Termination Date occurs or (B) the Executive’s target bonus, if any, for the year in which the Termination Date occurs, plus (iv) the product of (A) twelve (12) multiplied by (B) the monthly COBRA premium for health care continuation coverage for the Executive and the Executive’s spouse and children, as applicable and to the extent eligible, plus (v) reimbursement of business expenses to which the Executive is entitled as of the Termination occurs; and Date under Section 5. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Award Plans and/or Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. Notwithstanding the foregoing, if the Executive is a Specified Employee and the total of the payments under this Section 9(b) exceeds the limit set forth in Treas. Reg. §1.409A-1(b)(9)(iii)(A) (4related to separation pay), then the amount in excess of such limit shall be delayed for six (6) months following the Executive’s Termination Date, and such delayed amount shall be paid in a lump sum payment after the end of an amount equal the six-month delay. For purposes of any Award Agreement granted to all COBRA premiums that would be payable during the period beginning on the Date of Executive, a Termination and ending on the date for Good Reason that is three (3) years after Change of Control Termination under this Agreement shall constitute an involuntary termination of the Date Executive’s employment by the Company, and not a voluntary termination by the Executive. In the event of a Change of Control Termination, assuming the Executive shall continue to be subject to the Confidentiality Agreement and his dependents who were enrolled in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the aboveNon-referenced time periodCompete Agreement.

Change of Control Termination. If, Dronelogics may terminate your employment at any time without cause during a Protected Period the six (6) months following a Change of Control, the Company terminates Executive’s employment during the Term without Cause, Executive resigns his employment upon the expiration of the Term following the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reason, then Executive shall and you will be entitled to receive terminate your employment with Dronelogics for Good Reason during the six (6) months following a Change of Control (and you must provide written notice to Dronelogics of the Good Reason within this six (6) month period). Upon either of the immediately foregoing events, Dronelogics will provide you with the following: (i) payment of in lieu as is necessary to meet the Accrued Obligation minimum requirements under the ESA, together with any other statutory prescribed minimum payments, entitlements and any unreimbursed business expenses and benefits; and (ii) subject payment of Base Salary plus Dronelogic’s cost of paying for your Group Benefits, for the following period: twelve (12) months less the minimum amount of notice to which you are entitled under the satisfaction ESA for the cessation of any applicable performance targetsemployment, as described in Section 3.3, any (the “Change of Executive’s unpaid Bonuses with respect to a previous calendar year completed prior to the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination of such BonusesControl Severance”). In addition, subject to Executive’s (x) delivery addition to the Company by the Release Expiration Date (and non-revocation in any time provided to do soChange of Control Severance, if your employment with Dronelogics ends under section 7(d) of an executed Release and (y) compliance with Articles Vthis Agreement, VI, and VII, Executive shall also be entitled any Incentive Plan payment payable to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three (3) times the sum of (A) the annualized rate of Executive’s Base Salary as in effect on the Date of Termination and (B) Executive’s target Annual Bonus you for the calendar year in which the Date date of Termination occurs; and (4) a lump sum payment termination of an amount equal to all COBRA premiums that would employment occurs shall be payable during the period beginning prorated based on the Date number of Termination and ending on days of your employment with Dronelogics in the calendar year in which the date that is three (3) years after the Date of Termination, assuming Executive and his dependents who were enrolled in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effecttermination occurs, and at any unpaid Incentive Plan payment payable to you in respect of a calendar year that has ended prior to the applicable COBRA ratesdate of termination of your employment will be paid to you, but you will not be entitled to any Incentive Plan payment for any period following your termination date. Furthermore, any paid vacation time not taken by you, and which has not been forfeited, will be paid out to you as part of final wages. There is no duty to mitigate in respect of Section 7(d) of this Agreement. If you are entitled to the Date amounts set out in Section 7(d) of Terminationthis Agreement, without regard you will not be entitled to whether Executive and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time periodany payment under Section 7(c) of this Agreement.

Change of Control Termination. If, during a Protected Period Notwithstanding the foregoing upon termination by the Company without Cause or by the Executive with Good Reason on or within six months preceding or 15 months following a Change of Control (the “Change of Control Protection Period”), and provided that the Executive executes and does not revoke a written Release, then the Executive shall be entitled to receive, in lieu of any payments under Section 6 of this Agreement or any severance plan or program for employees or executives the following: (a) The Company will pay the Executive an amount equal to 12 months of the Executive’s Base Salary at the rate in effect immediately prior to the termination date (but not less than $495,000 in the aggregate). Payment shall be made in a lump sum within 60 days following the termination date; provided that such payment shall be made in installments as set forth in Section 6(a) above over the 12-month period following the termination date if the Change of Control is not a “change in control event” as defined under section 409A of the Code and; provided further that in the event the Executive’s employment is terminated as described in this Section 7 on or within six months preceding the Change of Control, payments in installments as described in Section 6(a) shall commence in accordance with the terms of Section 6(a), and, effective upon the closing of the Change of Control, the Company terminates Executive’s employment during the Term without Cause, Executive resigns his employment upon the expiration of the Term following the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reason, then Executive shall be entitled to receive (i) payment any additional amount in accordance with this Section 7(a), less the aggregate amount of the Accrued Obligation and any unreimbursed business expenses and (ii) subject to the satisfaction of any applicable performance targets, installment payments already received by Executive as described in Section 3.36(a). (b) Provided that the Executive is eligible for and timely elects continuation coverage under COBRA, any of the Company will pay the COBRA administrator the COBRA Payments for the period from the Executive’s unpaid Bonuses with respect termination date until the earliest to a previous calendar year completed prior to occur of (i) the Date end of Termination (without regard to any requirement that Executive remain employed through the date of determination of such Bonuses). In addition, subject to 12-month period following the Executive’s termination date or (xii) delivery a Disqualifying Event. The Executive is required to notify the Company by within five days of becoming aware that a Disqualifying Event has occurred or will occur. The COBRA health care continuation coverage period under section 4980B of the Release Expiration Date (and non-revocation in any time provided to do so) of an executed Release and (y) compliance Code shall run concurrently with Articles V, VI, and VII, Executive shall also be entitled to receive:the period during which the Company pays the COBRA Payments. (1c) The Company will pay the Executive a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three (3) times the sum of (A) the annualized rate of Executive’s Base Salary as in effect on the Date of Termination and (B) Executive’s prorated target Annual Bonus for the calendar year in which the Date Executive’s termination of Termination employment occurs; and , which amount will be determined by multiplying (4i) the full-year target Annual Bonus for the year in which the Executive’s termination of employment occurs, by (ii) a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the fiscal year in which the termination date occurs and the denominator of which is 365. Such prorated target Annual Bonus shall be paid in a lump sum payment within 60 days following the termination date. (d) The Company shall pay any Accrued Obligations, regardless of an amount equal to all COBRA premiums that would be payable during whether the period beginning on Executive executes or revokes the Date of Termination and ending on the date that is three (3) years after the Date of Termination, assuming Executive and his dependents who were enrolled in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time periodRelease.

Change of Control Termination. If(a) Notwithstanding any other provision contained herein, during a Protected Period if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 1 or without Cause (other than on account of the Executive’s death or Disability), in each case within twelve (12) months following a Change of Control, the Company terminates Executive’s employment during the Term without Cause, Executive resigns his employment upon the expiration of the Term following the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reason, then Executive shall be entitled to receive (i) payment of the Accrued Obligation Amounts and any unreimbursed business expenses and (ii) subject to the satisfaction of any applicable performance targets, as described in Section 3.3, any of Executive’s unpaid Bonuses compliance with respect to a previous calendar year completed prior to Section 6, Section 7, Section 8, and Section 9 of this Agreement and the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination of such Bonuses). In addition, subject to Executive’s (x) delivery to the Company by execution of a Release which becomes effective within the Release Expiration Date (and non-revocation in any time provided to do so) of an executed Release and (y) compliance with Articles VExecution Period, VI, and VII, the Executive shall also be entitled to receivereceive the following: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3i) a lump sum payment of an amount equal to three (3) times the sum of (A) the annualized rate of Executive’s Base Salary as in effect on the Date of Termination and (B) Executive’s target Potential Annual Bonus amount for the calendar year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change of Control occurs), which shall be paid within seventy-five (75) days following the Termination occursDate; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and (4ii) a lump sum payment of an amount equal to the Executive’s Potential Annual Bonus amount for the year in which the Termination Date (as determined in accordance with Section 5.6) occurs (or if greater, the year in which the Change of Control occurs), which shall be paid within seventy-five (75) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. (b) Notwithstanding the terms of any equity incentive plan or award agreements, as applicable: (i) all COBRA premiums that would be payable during the period beginning on the Date of Termination and ending on the date that is three (3) years after the Date of Termination, assuming Executive and his dependents who were enrolled in the Company’s group health plans then-outstanding unvested Restricted Stock Units shall become fully vested as of the Date Termination Date; (ii) all outstanding unvested stock options and/or stock appreciation rights granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of Termination elected continuation coverage their full term; (iii) all outstanding equity-based compensation awards, other than stock options and stock appreciation rights, that do not vest based on the attainment of performance goals, shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under the Company’s group health plans as Section 409A shall remain in effect; and (iv) all outstanding equity-based compensation awards, other than stock options and at stock appreciation rights, that vest based on the attainment of performance goals shall remain outstanding and shall vest or be forfeited, depending on the level of achievement of the applicable COBRA ratesperformance goals, as in accordance with the terms of the Date applicable award agreements. (c) For purposes of Terminationthis Agreement, without regard to whether Executive and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for “Change of Control” shall have the above-referenced time periodmeaning set forth in the Plan.

Change of Control Termination. IfIn the event Executive’s employment with the Company is terminated without Cause, or the Executive resigns for Good Reason during a Protected Period following the Change of Control Period, or events leading to Executive’s resignation for Good Reason are effected in anticipation of a Change of Control, including but not limited to an attempt to avoid the Company terminates or its successor’s obligations under this Agreement, then the following will occur: (a) Company will provide to Executive’s employment during , within thirty (30) days after the Term effective date of such termination without Cause, Executive resigns his employment upon the expiration of the Term following the Company’s election not to extend the Term, Cause or Executive resigns his employment during the Term resignation for Good Reason, then Executive shall be entitled a severance payment, subject to receive standard withholdings and deductions, in an amount equal to [X] months (i“Period”) payment of the Accrued Obligation and any unreimbursed business expenses and (ii) subject to the satisfaction of any applicable performance targets, as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to Annual Total Target Compensation. This amount will be paid for over a previous calendar year completed prior to total of [X] months, payable in bi-monthly payments on GTSI’s normal pay periods. Payments will begin on the Date of Termination (without regard to any requirement that Executive remain employed through initial pay period following the date of determination of such Bonuses)Effective Date. In addition, subject to the Company will provide, at its expense, said Executive with continued group health insurance benefits (medical, dental and vision) for Executive and Executive’s eligible dependents under COBRA for a period of up to [X] months following the effective date of Executives termination without Cause or resignation for Good Reason; or the Executive is gainfully employed at another place of work, whichever is sooner. (xb) delivery Any unvested options in Company stock issued to Executive pursuant to the Company’s 1996 Stock Option Plan or Capitalization Plan will have their vesting accelerated in full so as to become one hundred percent (100%) vested and immediately exercisable in full as of the date of such termination. (c) Prior to Executive gaining the right to receive, and in exchange for, the severance compensation, benefits and option acceleration provided in Sections 1.2 (a) and (b) above, to which Executive would not otherwise be entitled, Executive will first enter into and execute a release substantially in the form attached hereto as Exhibit B (the “Release”) upon Executive’s termination of employment. Unless the Release is executed by Executive and delivered to the Company by within twenty-one (21) days (forty-five (45) days in the Release Expiration Date (and non-revocation in any time provided to do soevent of a group termination) after the termination of an executed Release and (y) compliance with Articles V, VI, and VII, Executive shall also be entitled to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at with the target level; (2) Company, Executive will not receive any and all long-term equity compensation awards granted to Executive severance benefits provided under any plan not previously vested shall become fully vestedthis Agreement, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; providedacceleration, howeverif any, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three (3) times the sum of (A) the annualized rate of Executive’s Base Salary Options as provided in effect on the Date of Termination this Agreement will not apply and (B) Executive’s target Annual Bonus for the calendar year options in which the Date of Termination occurs; and (4) a lump sum payment of an amount equal to all COBRA premiums that would such event may be payable during the period beginning on the Date of Termination and ending on exercised following the date that is three (3) years after of Executive’s termination only to the Date of Termination, assuming Executive and his dependents who were enrolled extent provided under their original terms in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at accordance with the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive stock option plan and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time periodoption agreements.

Change of Control Termination. IfIn the event Executive's employment with the Company is terminated without Cause, or Executive resigns for Good Reason during a Protected Period following the Change of Control Period, or if Executive is terminated without Cause, or events leading to Executive's resignation for Good Reason are effected in anticipation of a Change of Control, including but not limited to an attempt to avoid the Company terminates or its successor's obligations under this Agreement, then the following shall occur: (a) Company shall provide to Executive’s employment during , within thirty (30) days after the Term effective date of such termination without Cause, Executive resigns his employment upon the expiration of the Term following the Company’s election not to extend the Term, Cause or Executive resigns his employment during the Term resignation for Good Reason, then Executive shall be entitled to receive (i) payment of the Accrued Obligation and any unreimbursed business expenses and (ii) a lump sum severance payment, subject to the satisfaction of any applicable performance targetsstandard withholdings and deductions, as described in Section 3.3, any an amount equal to twelve (12) months of Executive’s unpaid Bonuses with respect to a previous calendar year completed 's base salary immediately prior to the Date of Termination (termination without regard to any requirement that Executive remain employed through Cause or the date of determination occurrence of such Bonuses)Good Reason. In addition, subject the Company will provide, at its expense, Executive with continued group health insurance benefits (medical, dental and vision) for Executive and Executive's eligible dependents under COBRA for a period of up to twelve (12) months following the effective date of Executives termination without Cause or resignation for Good Reason. (b) Any unvested options in Company stock issued to Executive pursuant to the Company's 1992 and 1999 Stock Option Plans shall have their vesting accelerated in full so as to become one hundred percent (100%) vested and immediately exercisable in full as of the date of such termination. (c) Prior to Executive gaining the right to receive, and in exchange for, the severance compensation, benefits and option acceleration provided in Sections 2.2 (a) and (b) above, to which Executive would not otherwise be entitled, Executive shall first enter into and execute a release substantially in the form attached hereto as Exhibit A (the "Release") upon Executive’s (x) delivery 's termination of employment. Unless the Release is executed by Executive and delivered to the Company by within twenty-one (21) days (forty-five (45) days in the Release Expiration Date (and non-revocation in any time provided to do soevent of a group termination) after the termination of an executed Release and (y) compliance Executive's employment with Articles V, VI, and VIIthe Company, Executive shall also be entitled to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) not receive any and all long-term equity compensation awards granted to Executive severance benefits provided under any plan not previously vested shall become fully vestedthis Agreement, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; providedacceleration, howeverif any, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three (3) times the sum of (A) the annualized rate of Executive’s Base Salary 's Options as provided in effect on the Date of Termination this Agreement shall not apply and (B) Executive’s target Annual Bonus for the calendar year 's options in which the Date of Termination occurs; and (4) a lump sum payment of an amount equal to all COBRA premiums that would such event may be payable during the period beginning on the Date of Termination and ending on exercised following the date that is three (3) years after of Executive's termination only to the Date of Termination, assuming Executive and his dependents who were enrolled extent provided under their original terms in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at accordance with the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive stock option plan and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time periodoption agreements.

Change of Control Termination. If, during a Protected Period following a Change of Control, the Company terminates Executive’s employment during the Term without Cause, Executive resigns his employment upon the expiration of the Term following the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reason, then Executive shall be entitled to receive (i) payment of the Accrued Obligation and any unreimbursed business expenses and (ii) subject to the satisfaction of any applicable performance targets, as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to a previous calendar year completed prior to the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination of such Bonuses). In addition, subject to Executive’s (x) delivery to the Company by the Release Expiration Date (and non-revocation in any time provided to do so) of an executed Release and (y) compliance with Articles V, VI, and VII, Executive shall also be entitled to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level, which, for the purposes of this Section 4.3(c)(1), shall be calculated using the mid-point of the Annual Bonus target range, specified in Section 3.3(a); (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three (3) times the sum of (A) the annualized rate of Executive’s Base Salary as in effect on the Date of Termination and (B) Executive’s target Annual Bonus for the calendar year in which the Date of Termination occurs, which, for the purposes of this Section 4.3(c)(3)(B), shall be calculated using the mid-point of the Annual Bonus target range, specified in Section 3.3(a); and (4) a lump sum payment of an amount equal to all COBRA premiums that would be payable during the period beginning on the Date of Termination and ending on the date that is three (3) years after the Date of Termination, assuming Executive and his dependents who were enrolled in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time period.

Change of Control Termination. If, during a Protected Period within twenty-four (24) months following a Change in Control of Control, the Company terminates Executive’s (as defined in the Stock Plan), your employment during with the Term Company ends due to (i) your termination by the Company without Cause, Executive resigns his employment upon the expiration of the Term following (ii) your resignation for Good Reason (defined below), (iii) the Company’s election election, pursuant to Section 2, not to extend renew the TermTerm of this Agreement, or Executive resigns his employment during the Term for Good Reason(iv) your death or Disability, then Executive shall be entitled to receive the Company will pay you (i) payment or, if applicable, your estate), in equal installments over an 18 month period in accordance with the Company’s payroll practices, commencing within 15 days after the termination of the Accrued Obligation and any unreimbursed business expenses and term under the Consulting Agreement (iias defined below) subject (or, in the event your employment ends due to your death or Disability, within 15 days after the satisfaction effectiveness of any applicable performance targets, as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to a previous calendar year completed prior to the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination of such Bonuses). In addition, subject to Executive’s (x) delivery to the Company by the Release Expiration Date Agreement (and non-revocation in any time provided to do so) of an executed Release and (y) compliance with Articles Vas defined below)), VI, and VII, Executive shall also be entitled to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three $600,000 (3) representing 1.5 times the sum of (A) the your annualized rate of Executive’s Base Salary base salary as in effect on the Date of Termination and (B) Executive’s target Annual Bonus for the calendar year in which the Date of Termination occurs; and (4) a lump sum payment of an amount equal to all COBRA premiums that would be payable during the period beginning on the Date of Termination and ending on the date that is three (3) years after the Date of Termination, assuming Executive and his dependents who were enrolled in the Company’s group health plans as of the Date date hereof) (such amount, the “Cash Severance”). The Company’s obligation to pay the Cash Severance to you will be subject to (x) your (or, in the case of Termination elected continuation coverage under termination due to your death, a representative of your estate) execution and delivery of a release and waiver of claims in a form reasonably acceptable to the Company (“Release Agreement”) that becomes binding and irrevocable within 60 days of your termination date, (y) your continued compliance with Section 10 of the Employment Agreement, as amended and restated pursuant to this Amendment, and (z) except in the event of your death or Disability, your entry into a consulting services agreement with the Company’s group health plans as , in effecta form mutually acceptable to you and the Company (“Consulting Agreement”), pursuant to which you will agree to provide transition support and at consulting services to the applicable COBRA rates, as Company (not to exceed twenty (20) hours per calendar month during term of the Date Consulting Agreement) for a period of Terminationsix (6) months following your termination of employment in exchange for a payment to you of a consulting fee in the amount of $200,000 (the “Consulting Fee”), without regard payable in equal monthly installments over such six (6)-month consulting term. For avoidance of doubt, the Consulting Fee is in addition to whether Executive the Cash Severance, but shall not be payable simultaneously. Company will deliver the Release Agreement and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time periodConsulting Agreement to you within five (5) business days of your termination date.

Change of Control Termination. If, during a Protected Period following In the event of a Change of ControlControl Termination, the Company terminates shall provide to Executive’s employment during , within thirty (30) days after the Term without Cause, Executive resigns his employment upon the expiration Effective Date of the Term following Release attached hereto as Exhibit B (as "Effective Date" is defined in the Release), as the only severance compensation and benefits, (a) the same severance compensation and benefits provided in Section 4.1 hereof and, (b) any unvested Options held by Executive shall have their vesting accelerated in full so as to become one hundred percent (100%) vested and immediately exercisable in full as of the date of such termination. EXHIBIT B RELEASE AGREEMENT I understand that my position with Xxxxxx Pharmaceuticals, Inc. (the "Company") terminated effective _______________ (the "Separation Date"). The Company has agreed that if I choose to sign this Release, the Company will, within thirty (30) days after the Effective Date of this Release, pay me certain severance benefits (minus the standard withholdings and deductions) pursuant to the terms of the Key Employee Agreement (the "Agreement") entered into as of ______________________, between myself and the Company’s election , and any agreements incorporated therein by reference. I understand that I am not entitled to extend such severance benefits unless I sign this Release. I further understand that, regardless of whether I sign this Release, the TermCompany will pay me all of my accrued salary and paid time off through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, I hereby release the Company and its officers, directors, agents, attorneys, employees, shareholders, parents, subsidiaries, and affiliates from any and all claims, liabilities, demands, causes of action, attorneys' fees, damages, or Executive resigns his employment during the Term for Good Reasonobligations of every kind and nature, then Executive shall be entitled to receive (i) payment of the Accrued Obligation and whether they are now known or unknown, arising at any unreimbursed business expenses and (ii) subject to the satisfaction of any applicable performance targets, as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to a previous calendar year completed time prior to the Date date I sign this Release. This general release includes, but is not limited to: all federal and state statutory and common law claims, claims related to my employment or the termination of Termination my employment or related to breach of contract, tort, wrongful termination, discrimination, harassment, defamation, fraud, wages or benefits, claims for any form of equity or compensation, or claims under the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, or the Conscientious Employee Protection Act. Notwithstanding the release in the preceding sentence, I am not releasing any right of indemnification I may have for any liabilities and costs of defense (including without regard to any requirement that Executive remain employed through limitation reasonable attorneys' fees) arising from my actions within the date course and scope of determination of such Bonuses)my employment with the Company. In additionreleasing claims unknown to me at present, subject to Executive’s (x) delivery to I am waiving all rights and benefits under Section 1542 of the Company by the Release Expiration Date (California Civil Code, and non-revocation any law or legal principle of similar effect in any time provided jurisdiction: "A general release does not extend to do so) of an executed Release and (y) compliance with Articles V, VI, and VII, Executive shall also be entitled claims which the creditor does not know or suspect to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated exist in his favor at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vestedtime of executing the release, which if known by him must have materially affected his settlement with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three (3) times the sum of (A) the annualized rate of Executive’s Base Salary as in effect on the Date of Termination and (B) Executive’s target Annual Bonus for the calendar year in which the Date of Termination occurs; and (4) a lump sum payment of an amount equal to all COBRA premiums that would be payable during the period beginning on the Date of Termination and ending on the date that is three (3) years after the Date of Termination, assuming Executive and his dependents who were enrolled in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time perioddebtor."

Change of Control Termination. If, during a Protected Period If the Executive: (i) experiences an Involuntary Termination or resigns for Good Reason and either of which occurs within twenty-four months following a Change of Control, the Company terminates Executive’s employment during the Term without Cause, Executive resigns his employment upon the expiration of the Term following the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reason, then Executive shall be entitled to receive (i) payment of the Accrued Obligation and any unreimbursed business expenses Control and (ii) subject to executes and does not revoke a general release and waiver of all claims against Chemtura in the satisfaction of any applicable performance targetsform required by Chemtura, as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to a previous calendar year completed prior to the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination of such Bonuses). In addition, subject to Executive’s (x) delivery to the Company by the Release Expiration Date (and non-revocation in any time provided to do so) of an executed Release and (y) compliance with Articles V, VI, and VII, Executive then he shall also be entitled to receiveeligible to: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount receive severance pay equal to three (3) times the sum of (A) the annualized rate of Executive’s 's Base Salary as plus the average of the annual bonuses paid to the Executive in effect on the three full fiscal years (or such full fiscal years that the Executive was employed by Chemtura if he was not employed by Chemtura for three full fiscal years) ending immediately prior to the Change of Control; (2) receive a pro rata portion to the Employment Termination Date of Termination and (B) Executive’s target Annual Bonus any annual bonus that the Executive would be eligible to earn for the calendar fiscal year in which the Employment Termination Date occurs calculated by assuming the achievement of the targeted performance level within the performance range established with respect to such bonus (or, where such targeted level is incalculable, based on the targeted performance level for the preceding period) and basing such pro-rata portion upon the portion of the bonus period that has elapsed as of the Employment Termination occursDate; and (3) receive the Vacation Payment; (4) receive the Reimbursement; (5) receive, upon submission by the Executive of required supporting documentation, payment or reimbursement of any reasonable expenses paid or incurred within the first anniversary of the Employment Termination Date by the Executive with respect to financial planning and tax services, up to a maximum value of $25,000; (6) until the earlier of (i) the day upon which the Executive begins new employment comparable in all material respects to the Executive's employment with Chemtura immediately prior to the Change of Control, or (ii) the third anniversary of the Employment Termination Date, have Chemtura pay all reasonable expenses incurred by the Executive in seeking comparable employment including, without limitation, the fees and expenses of a placement organization, up to $25,000, such expenses to be approved in advance by Chemtura, such approval not to be unreasonably withheld; and (7) purchase the automobile, if any, supplied by Chemtura for the Executive's use as of the Employment Termination Date at book value. If the applicable vehicle is a leased vehicle, then "book value" for purposes of this Paragraph shall be the lease "buyout amount" as of the Termination Date (calculated in accordance with the terms of the applicable lease agreement; generally equal to the sum of the remaining lease payments plus the stated residual value of the vehicle at lease end). "Book value" shall be similarly calculated where the purchase of the applicable vehicle has been financed pursuant to a consumer or other loan arrangement. (8) receive medical, dental, vision and life insurance benefits for himself and/or his family that are comparable to those which were provided to the Executive immediately prior to the Employment Termination Date (or if greater, immediately prior to the Change of Control), in accordance with the plans, programs and policies of Chemtura until the earlier of (i) the day upon which the Executive begins new employment and is eligible for comparable welfare benefits, or (ii) the third anniversary of the Employment Termination Date. The severance benefits described in Paragraphs 6(e)(1) through 6(e)(3) shall be paid in a lump sum as soon as administratively practicable following the effective date of the release agreement described in Paragraph 6(e). Reimbursement of expenses pursuant to Paragraphs 6(e)(4), 6(e)(5) and 6(e)(6) shall be paid as soon as administratively practicable following the effective date of the release agreement described in Paragraph 6(e) and submission by the Executive of requisite proof of such expenses. The severance benefits described in Paragraph 6(e)(8) shall commence as soon as administratively practicable following the effective date of the release agreement described in Paragraph 6(e). If the Executive dies prior to payment of an amount equal all severance benefits to all COBRA premiums which he is entitled, any unpaid severance benefits shall be paid to the Executive's surviving spouse or, if no spouse survives, to the Executive's estate. If the Executive is reemployed by Chemtura or any Affiliate or breaches this Agreement or the release agreement described in Paragraph 6(e), payment of such severance benefits shall immediately cease. In the event that severance benefits are paid in a lump sum, upon rehire by Chemtura or any Affiliate, the Executive shall be required to repay to Chemtura the value of the severance benefits that would be payable during the period beginning on the Date of Termination and ending on the date that is three (3) years after the Date of Termination, assuming Executive and not have been paid to him had he been receiving his dependents who were enrolled severance benefits in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the abovesemi-referenced time periodmonthly installments.