Common use of Change of Control Clause in Contracts

Change of Control. (i) If prior to the termination of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies

Change of Control. (ia) If prior Notwithstanding anything herein to the termination of this Agreementcontrary, in the event that there is a public announcement of a Change of Control (as of New SAIC, the obligation of Leidos to pay the Leidos Sharing Percentage of any Shared New SAIC Liability shall terminate and be of no further force and effect, with New SAIC to be fully responsible for any Shared New SAIC Liability, unless such term announced transaction is defined herein) and thereafter any of the following occur: (a) Executive is placed terminated, in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in which case such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; obligation shall be fully reinstated. (b) Executive ceases Notwithstanding anything herein to serve as the contrary, in the event that New SAIC sells, transfers or assigns (or announces the sale, transfer or assignment of) any business, division or other asset out of which a member Shared New SAIC Liability arose, the obligation of any Leidos to pay the Leidos Sharing Percentage of such Shared New SAIC Liability shall terminate and be of no further force and effect, with New SAIC (and/or the GST Board acquirer of such business, division or the Boards; asset) to be fully responsible for such Shared New SAIC Liability (unless, if announced, such transaction is terminated, in which case such obligation shall be fully reinstated). (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior Notwithstanding anything herein to the Change contrary, in the event that there is a public announcement of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means of Leidos, the obligations of New SAIC to pay the New SAIC Sharing Percentage of any Corporate Liability shall terminate and be of no further force and effect, with Leidos to be fully responsible for any such Corporate Liability. (id) Notwithstanding anything herein to the direct contrary, in the event that Leidos sells, transfers or indirect assigns (or announces the sale, leasetransfer or assignment of) any business, exchange division or other transfer asset out of all which a Corporate Liability arose, the obligation of New SAIC to pay the New SAIC Sharing Percentage of such Corporate Liability shall terminate and be of no further force and effect, with Leidos (and/or the acquirer of such business, division or substantially all asset) to be fully responsible for such Corporate Liability (50% unless, if announced, such transaction is terminated, in which case such obligation shall be fully reinstated). (e) For purposes of this Agreement a “Change of Control” shall mean, with respect to either of Leidos or more) New SAIC, the occurrence of any one of the assets of GST or following after the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesEffective Time:

Change of Control. If, within twelve (i12) If prior to the termination of this Agreement, there is months following a Change of Control (as such term is defined herein) and thereafter any of the following occurControl: (a) the Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereofterminates his employment for Cause; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve the Employer terminates Executive’s employment without Cause, the Executive, or in the event of his subsequent death, his designated beneficiaries or his estate, as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8case may be, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effectreceive, as liquidated damages, in lieu of all other claims, a lump sum cash severance payment equal to 2.99 one (1) times the "base Executive’s then current Base Salary, plus the average of the Executive’s annual bonuses paid pursuant to Section 4.2 of this Agreement for the three calendar years immediately preceding the effective date of the Change of Control (with any such calendar year(s) for which no annual bonus was paid being included in such calculation as a zero dollar amount" ), plus any amounts not yet paid under Section 4.4. The lump sum amount so calculated shall be paid in full on the last day of Executive's compensationthe month following the date of termination. For purposes hereof, "base amount" In no event shall have the meaning provided payment described in this Section 3.3 exceed the amount permitted by Section 280G (b) (2) (A) of the Internal Revenue Code Code. Therefore, if the aggregate present value (determined as of 1986, as amended, and the Proposed Regulations thereunder. (ii) For date of the purposes of this Agreement, a Change of Control means (iin accordance with the provisions of Section 280G of the Code) of both the direct severance payment and all other payments to the Executive in the nature of compensation which are contingent on a change in ownership or indirect sale, lease, exchange effective control of the Employer or other transfer in the ownership of all or substantially all (50% or more) a substantial portion of the assets of GST or the Corporations Employer (the “Aggregate Severance”) would result in a “parachute payment,” as defined under Section 280G of the Code, then the Aggregate Severance shall not be greater than an amount equal to 2.99 multiplied by Executive’s “base amount” for the “base period, “ as those terms are defined under Section 280G of the Code. In the event the Aggregate Severance is required to be reduced pursuant to this Section 3.3, the Executive shall be entitled to determine which portions of the Aggregate Severance are to be reduced so that the Aggregate Severance satisfies the limit set forth in the preceding sentence. Notwithstanding any person or entity or group of persons or entities acting provision in concert as a partnership or other group (a "Group of Persons") excluding this Agreement, if the GST CompaniesExecutive may exercise his right to terminate employment under this Section 3.3, the Executive may choose which provision shall be applicable.

Change of Control. (i) If prior to the termination of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a "Change of Control", is defined as either (i) an event in which individuals who constitute Employer's board of directors as of the effective date of this Agreement (the "Incumbent Board") cease for any reason not to constitute at least a majority of Employer's board of directors; provided, however, that any individual becoming a director subsequent to the date of this Agreement whose election, or nomination for election by Employer's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be 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 threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than Employer's board of directors; or (ii) Employee's loss of or material reduction in compensation, or managerial scope and control of Employer; provided, however, that a termination of Employee pursuant to Sections 3(D), 6 or 7 of this Agreement shall not be considered a "Change in Control" for purposes of clauses (i) or (ii) of this Section 3(C). In the event of a Change of Control means as defined in (i) above, notwithstanding any vesting provisions, all stock options granted to Employee shall immediately vest, and additional stock options (with an exercise price equal to the direct or indirect sale, lease, exchange or other transfer prevailing market price of all or substantially all (50% or more) Employer's stock on the effective date of the assets change of GST control, and with an expiration date that is ten years from the effective date of the change of control) equal to 2% of Employer's then outstanding shares shall be immediately granted to Employee and shall begin vesting on a schedule substantially similar to that applied to stock options granted to other employees of Employer. In the event of a Change of Control as defined in (ii) above, notwithstanding any vesting provisions, all stock options granted to Employee shall immediately vest, additional stock options (with an exercise price equal to the prevailing market price of Employer's stock on the effective date of the change of control, and with an expiration date that is ten years from the effective date of the change of control) equal to 2% of Employer's then outstanding shares shall be immediately granted to Employee and be fully vested, and Employer shall immediately pay to Employee cash compensation equal to the greater of (a) Employee's Base Salary multiplied by three (3); or (b) Employee's Base Salary multiplied by the Corporations to any person or entity or group number of persons or entities acting in concert as years (including fractions of a partnership or other group (a "Group of Persons"year) excluding the GST Companiesremaining under this Agreement.

Change of Control. (ia) If prior to the termination of this Agreement, there is Upon a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such term is defined hereinnotice if at any time, within twenty-four (24) and thereafter any of months following the following occur: (a) Executive is placed in any position of lesser stature than that date of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the Agreement event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to have been terminated by the Corporations otherwise than by reason vesting schedules in effect at the time of Cause and the Corporations shall pay to Executive within five days after notice from Executive to execution of such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunderdefinitive agreement. (iic) For the purposes of this Agreement, a the term "Change of Control means (i) Control" shall mean the direct or indirect sale, lease, exchange or other transfer happening of all or substantially all (50% or more) any of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesfollowing:

Change of Control. (ia) If prior Notwithstanding anything in this Agreement to the termination contrary, the provisions of this AgreementSection 13 shall govern the Award, there is to the extent not previously vested or forfeited, in the event of a Change of Control (as such term is defined hereinin the Plan) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; Company. (b) Executive ceases to serve as a member of any of If the GST Board Performance Shares are not assumed by the acquiring or the Boards; (c) any breach of Paragraph 2 surviving entity or Paragraphs 4 through 8, inclusive, of this Agreement; otherwise equitably converted or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to substituted in connection with the Change of ControlControl in a manner approved by the Committee, then then, notwithstanding Section 3 hereof, the Agreement vesting and payout level shall be determined and the Performance Shares shall be deemed to have been earned and vested as of the date of the Change of Control on a prorated basis from the inception date of the Performance Period until the effective date of the Change of Control, with the Performance Objectives deemed to have been achieved at the “target” level, and the prorated Target Number of Performance Shares and related dividend equivalent amount shall be paid to me within thirty (30) days after the Change of Control, subject to Section 14 of this Agreement. (c) If the Performance Shares are assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then the Performance Shares shall be deemed to have been earned as of the date of the Change of Control at the “target” level or, if higher, based upon the achievement of the Performance Objectives through the date of the Change of Control as determined by the Committee, and the Award shall continue to vest thereafter subject to my continued employment through the last day of the originally scheduled Performance Period in accordance with the terms of this Agreement; provided, however that if within two years after the Change of Control my employment is terminated by the Corporations otherwise than Company or a subsidiary without Cause (as defined in the Plan) or by reason me for Good Reason (as defined in the Plan), then the Award shall become vested as of Cause the date of such employment termination and the Corporations vested Award (including the related dividend equivalent amount) shall pay be paid to Executive me within five thirty (30) days after notice from Executive such termination of employment, subject to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes 14 of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies.

Change of Control. In the event of a Change of Control of GW pursuant to which control of GW is acquired by a Person who, either (i) If prior at the time of the acquisition is a Novartis Competitor, or (ii) who subsequently becomes a Novartis Competitor, Novartis may (once such third Person acquirer meet the conditions for a Novartis Competitor) provide written notice to GW (or its successor entity) terminating the termination provisions of Article 3 and upon such notice, Novartis will not be obligated under Article 3 for the remainder of the Term. Without limiting the foregoing and notwithstanding any other provision of this Agreement, there is a Change in the event that Novartis exercises such right to terminate the provisions of Control (as such term is defined herein) and thereafter any of the following occurArticle 3: (a) Executive is placed Novartis shall have no obligation to share Commercialization Plans with GW (or its successor entity), but by no later than 1st March each Calendar Year Novartis shall provide GW with (i) a written narrative report detailing, for the foregoing calendar year, (A) the Regulatory Filings made and the Regulatory Approvals obtained in any position of lesser stature than that of the Territory, (B) the countries in which the Product was Launched, (C) a senior executive officer list of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change countries in the nature or scope Territory where a Competitive Product has been launched, (D) copies of powersthe promotional, authority, functions or duties inherent advertising and/or marketing materials provided by Novartis to Third Party health care professionals in the Territory in the previous calendar year (in English and in the local language where this is different to English and Novartis has used such position on the date hereoflocal language versions); is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases within thirty (30) days following the end of each Calendar Quarter, GW (or its successor entity) will provide a written report to serve as a member Novartis detailing: (i) all Development activities with respect to the Products outside the Territory, including any planned or ongoing Development activities of any GW, its Affiliates or other licensees outside the Territory, the conduct of the GST Board which may be necessary or the Boards; (c) any breach of Paragraph 2 useful for obtaining or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties maintaining Regulatory Approvals for the Corporations be outside a radius of 50 miles from Product (including obtaining or maintaining Regulatory Approvals for new indications) in the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause Territory; and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For any material issues which may affect GW’s ability to supply Novartis with its requirements for BDP or finished Product (as applicable) under the purposes of this Manufacturing and Supply Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies.

Change of Control. In the event (ix) If prior to the termination of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope Program) occurs and (y) within two years after consummation of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, the Grantee’s employment with the Company is terminated either by the Company without Cause or by the Grantee for Good Reason (as defined below), then the Agreement Award shall be deemed to have been terminated by the Corporations otherwise than by reason vest in full upon such termination of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensationemployment. For purposes hereofthis purpose, "base amount" shall have “Good Reason” means (X) if the meaning provided Grantee is employed under a written employment agreement with the Company or an Affiliate which includes a definition of “good reason”, the definition of “good reason” in Section 280G that agreement, or (bY) (2) (A) if the Grantee is not employed under a written employment agreement with the Company or an Affiliate which includes a definition of “good reason”, “Good Reason” means the occurrence of any of the Internal Revenue Code following within two years after the occurrence of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means Control, unless done with the prior written consent of the Grantee, where notice of termination is provided as described below: (iI)(A) the direct assignment to the Grantee of any duties inconsistent in any material adverse respect with his or indirect saleher position, leaseduties, exchange authority or other transfer of all responsibilities, or substantially all (50% or moreB) a material diminution of the assets Grantee’s duties, authority or responsibilities in effect immediately before the Change of GST Control; (II) a material reduction in the Grantee’s annual base salary or target annual bonus; or (III) the Corporations Company’s requiring the Grantee’s primary office to be more than 50 miles from its then current location but only if the new office is also more than 50 miles from the Grantee’s principal residence; provided that the Grantee must provide written notice of his or her intention to terminate employment for Good Reason to the Company within 60 days of having actual knowledge of the events giving rise to such Good Reason, which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for Good Reason, the Company shall have 30 days from its receipt of such notice to remedy the condition, in which case Good Reason shall no longer exist with regard to such condition, and any person or entity or group date of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding termination for Good Reason shall not be more than 180 days after the GST CompaniesGood Reason event occurs.

Change of Control. (a) Notwithstanding any other provision contained herein, the Employee's Initial Options and other options issued under the Company's share option plans that are not then (b) If (i) If prior to the termination employment of this Agreementthe Employee is terminated by the Company (or any successor thereto) without Serious Cause or (ii) the Employee terminates employment with the Company (or successor thereto) for Good Reason, there is in each case within the period commencing on the date that a Change of Control is formally proposed to the Company's Board of Directors and ending on the first anniversary of the date on which such Change of Control occurs, then the Employee shall be entitled to receive (in lieu of the benefits described in Section 11): (1) any accrued but unpaid salary, (2) a lump sum payment equal to two times such Employee's annual base salary as of the date of termination, (3) any accrued but unpaid bonus from a prior fiscal year, (4) reimbursement of business expenses incurred prior to the date of termination, (5) travel and housing allowances under Section 9 for one year following the date of termination, (6) reasonable relocation expenses from Bermuda to the United States, together with (7) a gross up of any excise taxes payable by the Employee by reason of such payments occurring in connection with a Change of Control. The Employee shall not be entitled to any benefits or other entitlements under this section unless a Change of Control actually occurs. (c) A "Change of Control" of the Company shall be deemed to have occurred if, following consummation of the IPO (i) any "person" as such term is defined hereinin Section 3(a)(9) and thereafter as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), excluding the Company or any of the following occur: (a) Executive is placed in its subsidiaries, a trustee or any position of lesser stature than that of a senior executive officer fiduciary holding securities under an employee benefit plan of the CorporationsCompany or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as their ownership 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 40% or more of the combined voting power of the Company's then outstanding securities ("Voting Securities"); is assigned duties inconsistent (ii) during any period of not more than two years, individuals who constitute the Board of Directors of the Company (the "Board") as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a senior executive officer transaction described in clause (i) or duties which(iii) of this sentence) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, if performedcease for any reason to constitute a majority thereof; (iii) the shareholders of the Company approve a merger, consolidation or reorganization or a court of competent jurisdiction approves a scheme of arrangement of the Company, other than a merger, consolidation, reorganization or scheme of arrangement which would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any Voting Securities of the GST Board Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the Boards; (csurviving entity) any breach at least 40% of Paragraph 2 the combined voting power of the Voting Securities of the Company or Paragraphs 4 through 8, inclusive, of this Agreement; or such (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes The provisions of this Agreement, a Change Section 12 shall only apply following the consummation of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesan IPO.

Change of Control. (ia) If prior Executive is terminated without Cause, a Termination Date occurs on a June 30 due to non-renewal by the termination Company of the term of this AgreementAgreement under Section 2.1, there is or Executive terminates his employment for Good Reason, in each such case during the one year period following a Change of Control (as such term defined below), then in addition to payments and benefits to which Executive is defined hereinentitled under Section 4.6, Executive also shall receive reimbursement for reasonable (in the discretion of the Company) and thereafter any actual expenses incurred by Executive for six months of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; out-placement services. (b) If a Change of Control shall have occurred: (i) after such Change of Control Executive’s entitlement to Bonus under Section 3.2 may be modified by the new controlling Person in a reasonable manner (not to afford Executive ceases with materially less opportunity to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately earn bonus than existed prior to the Change of Control, then ) so that such Bonus is calculated with reference to a performance-based bonus plan provided by the Agreement new controlling Person; and (ii) after such Change of Control Executive’s entitlement to payments and benefits under Sections 3.3 and 3.4 may be modified by the new controlling Person to entitlement to those benefits generally provided to senior executives of the new controlling Person. (c) A “Change of Control” shall be deemed to have been terminated occurred if: (i) a change in control has occurred of a nature that would be required to be reported in a proxy statement with respect to the Company (even if the Company is not actually subject to said reporting requirements) in response to Item 6(e) (or any comparable or successor Item) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except that any merger, consolidation or corporate reorganization in which the owners of the Company’s capital stock entitled to vote in the election of directors (the “Voting Stock”) prior to said combination receive 75% or more of the resulting entity’s Voting Stock shall not be considered a change in control for the purposes of this Plan; (ii) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, excluding any stock purchase or employee stock ownership plan maintained by the Corporations otherwise Company or a Related Company) becomes the “beneficial owner” (as that term is defined by the Securities and Exchange Commission for purposes of Section 13(d) of the Exchange Act), directly or indirectly, of more than 15% of the outstanding voting stock of the Company or its successors; or (iii) during any period of two consecutive years a majority of the Board of Directors no longer consists of individuals who were members of the Board of Directors at the beginning of such period, unless the election of each director who was not a director at the beginning of the period was approved by reason a vote of Cause and at least 75% of the Corporations shall pay directors still in office who were directors at the beginning of the period. (d) In connection with, or within one year after, a Change of Control, if all or any portion of the payments or other benefits paid or payable to Executive under this Agreement and under any other plan, program or agreement of the Company or its affiliates are determined to constitute an excess parachute payment within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in of Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amendedit may have been or may be amended on or after the date of this Agreement (the “Code”), and results in the Proposed Regulations thereunder. (ii) For imposition on Executive of an excise tax under Section 4999 of the purposes of Code, then, in addition to any other benefits to which Executive is entitled under this Agreement, a Change Hxxxxx shall pay to Executive an amount equal to the sum of Control means (i) the direct or indirect saleexcise tax payable by Executive by reason of receiving excess payments; and (ii) a gross-up amount necessary to offset any and all applicable federal, leasestate, exchange and local excise, income, or other transfer taxes incurred by Executive by reason of all or substantially all (50% or more) Hxxxxx’x payment of the assets of GST excise tax described in (i) above (but not including any additional amount to offset any taxes on the excise tax reimbursement or the Corporations gross-up amount paid pursuant to any person or entity or group of persons or entities acting in concert as a partnership or other group this subclause (a "Group of Persons") excluding the GST Companiesii)).

Change of Control. (i) If prior to the termination of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of If, following the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this AgreementEffective Date, a Change of Control means occurs and, within twelve (12) months following the consummation of such Change of Control, the Executive terminates his employment “for cause” (as defined in Section 6.2(a)) or his employment is terminated for any other reason (other than by the Company “for cause” under Section 6.1 or a non-renewal by the Company under Section 6.3), then the Company (or its successor if applicable) shall pay and provide to Executive the Severance Package commencing from the date of delivery of notice of termination, subject to the conditions and limitations applicable to the Severance Package set forth in Section 6.2(b). (b) The Company shall pay and deliver to Executive all accrued base salary (not including any Bonus or AIP awards), accrued vacation pay or other Paid Time Off, expenses, benefits, and vested stock options, through and upon the effective date of termination under this Section 6.5, irrespective of whether Executive signs and/or delivers the Severance Agreement. Within sixty (60) days following the effective date of termination, the Board or Compensation Committee shall evaluate whether the Executive is entitled to receive a Bonus or AIP award for the partial year served by the Executive based on the performance criteria provided for in the applicable Bonus or AIP program, and shall exercise its reasonable discretion in applying such performance criteria to the Executive’s partial year performance. Restricted stock, options or other equity grants which have not vested by the date of termination shall continue to vest through the period that severance is paid. (c) For purposes of this Employment Agreement, the term “Change of Control” shall mean the occurrence of any of the following events: (i) any sale or exchange of the direct capital stock of the Company in one transaction or indirect sale, lease, exchange or other transfer a series of all or substantially all related transactions where more than fifty percent (50% or more%) of the assets outstanding voting power of GST or the Corporations to any Company is acquired by a person or entity or group of related persons or entities acting that was not the holder of at least fifty percent (50%) of the outstanding voting securities of the Company on the Effective Date, provided, however, that the sale of securities by the Company to bona fide investors in concert as one transaction or series of related transactions intended primarily to raise capital for the Company shall not be deemed a partnership Change of Control hereunder; (ii) any reorganization, consolidation or other group merger of the Company where the outstanding voting securities of the Company immediately before the transaction represent or are converted into less than fifty percent (50%) of the outstanding voting power of the surviving entity (or its parent corporation) immediately after the transaction; (iii) the consummation of a "Group transaction or series of Persons"related transactions that results in the sale of all or substantially all of the assets of the Company to a non-affiliate of the Company; or (iv) excluding the GST Companieschange in membership of more than fifty percent (50%) of the directors of the Company in a one year period, not counting the election or appointment of new directors whose nomination for election or appointment to the Board is recommended or approved by a majority vote of the Board.

Change of Control. 7.1 Notwithstanding anything to the contrary contained in this Agreement, if a Change in Control occurs and if, in respect of the Executive, a Triggering Event subsequently occurs within two (i2) If prior years of the Change in Control, the Executive shall be entitled to elect to terminate this agreement with the Company and to receive a payment from the Company in an amount equal to two times the Annual Base Salary and the amount of the Annual Bonus Compensation for the previous year (the “Change of Control Payment”). This Section 7.1 shall not apply if such Triggering Event follows a Change in Control which involves a sale of securities or assets of the Company with which the Executive is involved as a purchaser in any manner, whether directly or indirectly (by way of participation in a Company or partnership that is a purchaser or by provision of debt, equity or purchase-leaseback financing). 7.2 The Change of Control Payment provided for in Section 7.1 is conditional upon the Executive electing to exercise such right by notice given to the Company within 120 calendar days of the Triggering Event. 7.3 Notwithstanding the provisions contained in Section 6.1(e) hereof, the Executive shall be entitled to the Change of Control Payment if a Triggering Event does not occur but the Executive is dismissed from with the Company without Cause within two (2) years of the Change in Control. For greater certainty, the Executive shall not be entitled to any payment by the Company pursuant to this Section 7.3 if the Executive is dismissed from this employment with the Company for Cause. The Company shall not dismiss the Executive for any reason unless such dismissal is specifically approved by the Board. 7.4 The Change of Control Payment shall be in lieu of all other notice or damage claims as regards dismissal or termination of the Executive's employment with the Company or any subsidiary of the Company after a Change in Control and the arrangements provided for herein shall not be considered in any judicial determination of appropriate damages at common law for dismissal without Cause, other than as provided for in this Agreement. 7.5 In the event that the Executive is entitled to a Change of Control Payment, the Executive shall be entitled to continue to participate in any benefit package for a period of 12 months after the date of the giving of notice by the Executive pursuant to Section 7.2, or the dismissal of the Executive's contract pursuant to Section 7.3, as the case may be. 7.6 In the event that the Executive is entitled to a Change of Control Payment, any Stock Option previously granted to the Executive by the Company or any subsidiary of the Company shall become fully vested, in which case the Executive shall be entitled to exercise such Stock Option on the terms granted and, notwithstanding any term of the stock option plan to the contrary, shall remain exercisable for the original term granted and shall not terminate due to the termination of this Agreementthe Executive's employment with the Company. In addition, there is a Change of Control (as such term is defined herein) and thereafter any provisions of the following occur: (a) Executive is placed in any position Stock Option restricting the number of lesser stature than that of option shares which may be purchased before a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the particular date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member shall be waived. The terms of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement Stock Option agreement shall be deemed amended to have been terminated reflect the provisions of this Section 7.6. The provisions of this Section 7.6 shall be subject to applicable securities laws and the rules of any stock exchange on which the shares of the Company may be then listed and the receipt of all necessary approvals from such securities regulators and exchange, which approvals the Company shall use its reasonable commercial efforts to obtain in the event of the operation of this Section 7.6. 7.7 Any payment to be made by the Corporations otherwise than Company pursuant to the terms of Part 7 shall be paid (i) by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, Company in cash in a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) within five business days of the Internal Revenue Code giving of 1986notice by the Executive pursuant to Section 7.2, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) within five business days of the assets termination or dismissal from the Executive's employment as referred to in Section 7.3, or (iii) in such manner as may be agreed to by the Company and the Executive. Any such payment shall be calculated, in the case of GST Section 7.1 at the date of giving notice pursuant to Section 7.2 and, in the case of Section 7.3, at the date of dismissal or termination, as the Corporations case may be. 7.9 In the event that any payment is made to the Executive pursuant to the provisions of Section 7.1 or Section 7.3, as the case may be, the Executive shall not be required in any person manner whatsoever to mitigate any damages. Furthermore, the payment referred to in Section 7.1 or entity Section 7.3, as the case may be, shall be made regardless of whether the Executive seeks or group finds alternate employment of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesany nature whatsoever.

Change of Control. (i) If prior to the termination of this Agreement, there is a Change of Control occurs (as such term is defined hereini) the Corporation shall immediately deliver to the Trustee, with a copy to each Participant or Beneficiary, a written notice to that effect authorized by the Committee and thereafter any signed by two officers of the following occur: Corporation, or (aii) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent Participant or Beneficiary, may, with a senior executive officer or duties whichcopy to the Corporation, if performed, would result notify the Trustee in a significant change in the nature or scope of powers, authority, functions or duties inherent in writing to that effect. The Trustee may conclusively rely on any such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles notification from the location at which Executive performed Corporation. If the Trustee receives such duties notification from a Participant or Beneficiary and not from the Corporation, the Trustee shall immediately prior notify the Corporation and the Board thereof. If the Corporation does not within fifteen (15) business days after receipt of such notification from the Trustee deliver to the Trustee written objection thereto, a Change of Control, then the Agreement Control shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the occurred for purposes of this Agreement; if the Trustee timely receives such written objection from the Corporation, the Trustee shall forthwith, in its sole discretion, determine whether a Change of Control has occurred, and if the Trustee determines that a Change of Control has occurred, a Change of Control means (i) shall be deemed to have occurred for purposes of this Agreement; and during the direct or indirect saleperiod in which the Trustee is determining whether a Change of Control has occurred, leasethe Trustee shall administer this Agreement as though a Change of Control had occurred, exchange or except that the Trustee shall make no payments to Participants and Beneficiaries from the Trust other transfer of all or substantially all (50% or morethan as provided in Section 5(c) of this Agreement. The determination of the assets Trustee upon any such objection shall be final and binding for purposes of GST this Agreement. In making such determination, the Trustee may in its sole discretion consult with independent legal counsel and shall incur no liability for acting or the Corporations to any person or entity or group of persons or entities refraining from acting in concert accordance with the advice of such counsel. Except as otherwise provided in this Section 4, the Trustee shall have no independent obligation to make a partnership or other group (determination as to the occurrence of a "Group Change of Persons") excluding the GST CompaniesControl.

Change of Control. (i) If prior to the termination of this Agreement, there is a Change of Control of Inovio, then Inovio shall provide written notice to MedImmune at least [XXXXXXX] prior to completion of such Change of Control, subject to any confidentiality obligations of Inovio then in effect (as but in any event shall notify MedImmune within [XXXXXXX] after completion of such term is defined herein) and thereafter Change of Control). The Change of Control Group in connection with such Change of Control shall agree in writing with MedImmune that it shall comply with the Exclusivity obligations under Section 2.3, above. The Change of Control Group in connection with such Change of Control shall agree in writing with MedImmune that it will not utilize any of MedImmune’s Know-How, Patent Rights, Inventions, Materials or Confidential Information or Joint Know-How, Joint Patent Rights or Collaboration IP (collectively, “Sensitive Information”) for the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer research, development or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member commercialization of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties product for the Corporations treatment of any indication or patient population for which a Product may be outside a radius developed or commercialized. Following consummation of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause MedImmune and the Corporations Change of Control Group shall pay adopt in writing reasonable procedures to Executive within five days after notice from Executive prevent the disclosure of Sensitive Information beyond Inovio’s personnel who need to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times know the "base amount" Sensitive Information solely for the purpose of Executive's compensation. For purposes hereof, "base amount" shall have fulfilling the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of Acquired Party’s obligations under this Agreement, . If there is a Change of Control means of Inovio then MedImmune may, in its sole discretion, cause Inovio to immediately cease any work under the Research Plans. Upon any such cessation, Inovio will immediately cease all activity, transfer to MedImmune all data developed by Inovio, and reconcile actual FTE costs in the quarter against the quarterly prepayment made by MedImmune. Within thirty (i30) days of such reconciliation, Inovio will refund to MedImmune the direct difference between the quarterly prepayment by MedImmune and Inovio actual FTE expenditures in the quarter. All licenses granted by MedImmune to Inovio shall terminate, except the rights granted by MedImmune to Inovio under Section 2.3, above, shall survive. In addition, MedImmune shall have the right to suspend Inovio or indirect saleits successor’s participation and rights under Article 3, lease, exchange and MedImmune shall have the right to make all decisions under the Agreement unilaterally and without consultation with Inovio or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesits successor.

Change of Control. (i) If prior to In the termination of this Agreement, event there is an Involuntary Termination (as defined herein) of the Executive's employment by the Bank, concurrently with or within twelve (12) months following a Change of Control (as such term is defined herein) and thereafter any of the following occur: ), then SFBC shall: (a) Pay to the Executive is placed in any position of lesser stature than that of a senior executive officer lump sum cash amount, upon the later of the Corporations; is assigned duties inconsistent with a senior executive officer date of such Change of Control or duties which, if performed, would result in a significant change in the nature or scope effective date of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance Executive's termination of employment with the performance requirements and working conditions in effect on Bank, equal to twenty-four (24) months of the date hereofExecutive's then current monthly base salary; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; and (b) Executive ceases to serve as Maintain and provide for a member period ending at the earlier of any (i) eighteen (18) months after the effective date of the GST Board Executive's termination ("Executive's Termination Date") or (ii) the Boardsdate of the Executive's full time employment by another employer that provides substantially similar benefits, at no premium cost to the Executive, the same group health benefits and other group insurance and group retirement benefits as the Executive would have received if the Executive had continued to be employed by the Bank, to the extent that the Bank can do so under the terms of applicable plans as are maintained by the Bank for the benefit of its executive officers from time to time; and (c) In the event that the continued participation of the Executive in any breach group insurance plan as provided in Section 3(b) would trigger the payment of Paragraph 2 an excise tax under Section 4980D of the Code, or Paragraphs 4 through 8, inclusive, of this Agreement; or (dduring the period set forth in Section 3(b) any requirement of such group insurance plan is discontinued, then the Corporations that Bank shall at its election either (i) arrange to provide the location at Executive with alternative benefits substantially similar to those which the Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed was entitled to receive under such duties group insurance plans immediately prior to the Change Executive's Termination Date, provided that the alternative benefits do not trigger the payment of Controlan excise tax under Section 4980D of the Code, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall or (ii) pay to the Executive within five 20 business days after notice from Executive to such effect, as liquidated damages, following the Executive's Termination Date (or within 20 business days following the discontinuation of the benefits if later) a lump sum cash payment amount equal to 2.99 times the "base amount" projected cost to the Bank of providing continued coverage to the Executive, with the projected cost to be based on the costs being incurred immediately prior to the Executive's compensation. For purposes hereof, "base amount" shall have Termination Date (or the meaning provided in Section 280G (b) (2) (A) discontinuation of the Internal Revenue Code of 1986benefits if later), as amendedincreased by 10% each year; and (i) Any insurance premiums payable by the Bank or any successor pursuant to Sections 3(b) or 3(c) shall be payable at such times and in such amounts as if the Executive was still an employee of the Bank, subject to any increases in such amounts imposed by the insurance company or COBRA, with the Bank paying any employee portion of the premiums that the Executive would have been required to pay if he was still an employee of the Bank, and (ii) the Proposed Regulations thereunderamount of insurance premiums required to be paid by the Bank in any taxable year shall not affect the amount of insurance premiums required to be paid the Bank in any other taxable year. (iie) For the purposes of Notwithstanding any other provision contained in this Agreement, a Change of Control means if either (i) the direct time period for making any cash payment under Section 3(c) commences in one calendar year and ends in the succeeding calendar year or indirect sale(ii) in the event any payment under this Section 3 is made contingent upon the execution of a general release and the time period that the Executive has to consider the terms of such general release (including any revocation period under such release) commences in one calendar year and ends in the succeeding calendar year, lease, exchange or other transfer of all or substantially all (50% or more) of then the assets of GST or payment shall not be paid until the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiessucceeding calendar year.

Change of Control. (a) Notwithstanding any other provision contained herein, the Employee's Initial Options and other options issued under the Company's share option plans that are not then exercisable shall become exercisable (and be deemed to be vested) on the date on which a (b) If (i) If prior to the termination employment of this Agreementthe Employee is terminated by the Company (or successor thereto) without Serious Cause or (ii) the Employee terminates employment with the Company (or successor thereto) for Good Reason, there is in each case within the period commencing on the date that a Change of Control is formally proposed to the Company's Board of Directors and ending on the first anniversary of the date on which such Change of Control occurs, then the Employee shall be entitled to receive within 30 days of such termination (in lieu of the benefits described in Section 11): (1) any accrued but unpaid salary, (2) a lump sum payment equal to two times such Employee's annual base salary as of the date of termination, (3) any accrued but unpaid bonus from a prior fiscal year, (4) reimbursement of business expenses incurred prior to the date of termination, (5) travel and housing allowances under Section 9 for one year following the date of termination, (6) reasonable relocation expenses from Bermuda to the United States, together with (7) a gross up of any excise taxes payable by the Employee by reason of such payments occurring in connection with a Change of Control. The Employee shall not be entitled to any benefits or other entitlements under this section unless a Change of Control actually occurs. (c) A "Change of Control" of the Company shall be deemed to have occurred if, following consummation of the IPO (i) any "person" as such term is defined hereinin Section 3(a)(9) and thereafter as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), excluding the Company or any of the following occur: (a) Executive is placed in its subsidiaries, a trustee or any position of lesser stature than that of a senior executive officer fiduciary holding securities under an employee benefit plan of the CorporationsCompany or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as their ownership 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 40% or more of the combined voting power of the Company's then outstanding securities ("Voting Securities"); is assigned duties inconsistent (ii) during any period of not more than two years, individuals who constitute the Board of Directors of the Company (the "Board") as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a senior executive officer transaction described in clause (i) or duties which(iii) of this sentence) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, if performedcease for any reason to constitute a majority thereof; (iii) the shareholders of the Company approve a merger, consolidation or reorganization or a court of competent jurisdiction approves a scheme of arrangement of the Company, other than a merger, consolidation, reorganization or scheme of arrangement which would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any Voting Securities of the GST Board Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the Boards; (csurviving entity) any breach at least 40% of Paragraph 2 the combined voting power of the Voting Securities of the Company or Paragraphs 4 through 8such surviving entity outstanding immediately after such merger, inclusiveconsolidation, of this Agreement; or reorganization or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes The provisions of this Agreement, a Change Section 12 shall only apply following the consummation of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesan IPO.

Change of Control. (i%3)Except as otherwise determined by the Company as set forth in Section 3(b)(i)(B) If prior to hereof, in the termination of this Agreement, there is event that a Change of Control occurs while the Participant is employed by the Company or any Subsidiary, the Participant shall immediately become fully vested and nonforfeitable upon the Change of Control in the PRSUs, with the number of Shares that will be delivered equal to the greater of target performance and actual performance as determined by the Committee in its reasonable discretion as of the most recent practicable date prior to the Change of Control. (A) Notwithstanding Section 3(b)(i)(A) hereof, if in the event of a Change of Control the Company determines that the successor company shall assume or substitute the PRSUs as of the date of the Change of Control, then the vesting of the PRSUs that are assumed or substituted shall not be so accelerated as a result of such term is defined hereinChange of Control; provided, however, that, if the PRSUs are so assumed or substituted, the PRSUs shall no longer be subject to the Performance Goal and, instead a number of PRSUs shall convert to service-based restricted stock units as of the Change of Control based on the greater of target performance and actual performance as determined by the Committee in its reasonable discretion as of the most recent practicable date prior to the Change of Control. For this purpose, the PRSUs shall be considered assumed or substituted only if (1) the PRSUs that are assumed or substituted vest at the times that such PRSUs would vest pursuant to this Agreement (based solely on continued service) and thereafter any (2) immediately following the Change of Control, the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of PRSUs confer the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases right to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties receive for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties each unvested PRSU held immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated consideration (whether stock, cash or other securities or property) received by holders of Shares in the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, transaction constituting a Change of Control means for each Share held on the effective date of such transaction (i) and if holders were offered a choice of consideration, the direct or indirect sale, lease, exchange or other transfer type of all or substantially all (50% or more) consideration chosen by the holders of a majority of the assets outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change of GST Control is not solely common stock of the successor company or its parent or subsidiary, the Corporations Company may provide that the consideration to be received upon the vesting of any person PRSU will be solely common stock of the successor company or entity its parent or group subsidiary substantially equal in fair market value to the per share consideration received by holders of persons Shares in the transaction constituting a Change of Control. The determinations of (1) whether the PRSUs shall be assumed or entities acting substituted in concert accordance with this Section 3(b)(i)(B) or shall accelerate vesting in accordance with Section 3(b)(i)(A) hereof and (2) in the event that this Section 3(b)(i)(B) is applicable, such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determinations shall be conclusive and binding. The award resulting from the assumption or substitution of the PRSUs by the successor company shall, except as a partnership or other group (a "Group otherwise provided in this Section 3(b), continue to vest after the Change of Persons") excluding Control transaction based solely on the GST CompaniesParticipant’s continued employment with the successor company and its affiliates through the Determination Date, and shall be referred to hereafter as the “Acquirer RSUs”.

Change of Control. (iA) If Provided the Executive has relocated to Southern California prior to the termination effective date of this Agreement, there is a Change of in Control, if the acquirer in the Change in Control (as such term is defined herein) and thereafter does not adopt the Executive’s option grant under the Plan in accordance with 26 C.F.R. 1.424-1 or offer the Executive a substitute grant under the acquirer’s plan having similar economic value to the Executive’s option grant under the Plan, any options granted to the Executive under the Plan that would not otherwise be vested on the effective date of the following occur: (a) Executive is placed Change in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements Control shall immediately vest and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties exercisable immediately prior to the effective date of the Change in Control. (B) Provided the Executive has relocated to Southern California before the effective date of a Change in Control, then if the Agreement shall be deemed acquirer in the Change in Control adopts the Executive’s option grant under the Plan in accordance with 26 C.F.R. 1.424-1, or offers the Executive a substitute grant under the acquirer’s stock option plan having similar economic value to have been terminated by the Corporations otherwise than by reason Executive’s option grant under the Plan, and (1) within six (6) months following the effective date of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effectChange in Control the acquirer terminates the Executive’s employment without Cause, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) or (2) if within twelve (A12) months of the Effective Date and within six (6) months of the effective date of the Change in Control if the acquirer terminates the Executive with or without cause, then to the extent that twenty-five percent (25%) or more of the Executive’s total granted options remain unvested on the date his employment terminates, twenty-five percent (25%) of the Internal Revenue Code Executive’s total granted options from the acquirer (by adoption or grant) shall immediately vest and be exercisable. For the avoidance of 1986doubt, if the acquirer does not agree to include this right in its substitute grant to the Executive, the Executive’s option grant under the Plan shall be treated as amended, and the Proposed Regulations thereunderunder Section 4(c)(iv)(A) above. (iiC) If the Executive has not relocated to Southern California prior to the effective date of the Change in Control, the Executive shall not be entitled to any acceleration in the vesting of his options under the Plan in connection with the Change in Control. (D) For the purposes of this Agreement, a “Change of Control means in Control” shall be defined as (i1) the direct acquisition of the Company by another entity by means of a transaction or indirect series of related transactions (including, without limitation, any reorganization, merger, stock purchase or consolidation) or (2) the sale, lease, exchange transfer or other transfer disposition of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesCompany’s assets.

Change of Control. (A) Any direct or indirect Change of Control of Seller, whether voluntary or by operation of law, shall require the prior written consent of Company, which shall not be unreasonably withheld; provided, however, that no Company approval of a Change in Control shall be required if, in Company’s reasonable judgment, (i) If any security that Seller has provided to Company would remain in effect and unchanged after the Change in Control, (ii) Seller’s (or Seller Parent Guarantor) creditworthiness would not be adversely affected by the Change in Control, and (iii) Seller will have the same, or improved, ability to operate and maintain the Facility after the Change in Control; provided, further however, that in no circumstance does Company have the obligation to consent to any Change of Control prior to the termination issuance and expiration of this Agreementthe PFT Notice. Notwithstanding the foregoing, there is any change by Seller resulting from (i) transactions among Affiliates of Seller, (ii) any exercise by the Unaffiliated Facility Investor of its rights and remedies under the Unaffiliated Investment Documents, (iii) the sale of equity interests in Seller to tax equity investors pursuant to the terms of the Unaffiliated Investment Documents, (iv) a Change transaction which creates one or more intermediate holding companies or that does not affect the ultimate upstream equity ownership of Control Seller, (as such term is defined hereinv) and thereafter a sale, assignment, pledge or other transfer of any of the following occurfollowing: (a) Executive is placed in any position of lesser stature than that of a senior executive officer all or substantially all of the Corporations; is assigned duties inconsistent with a senior executive officer assets of NextEra Energy Resources, LLC (“NextEra”) or duties whichits ultimate parent company, if performedNextEra Energy, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officerInc. (“Ultimate Parent Entity”); (b) Executive ceases to serve as a member all or substantially all of any of the GST Board NextEra’s or the Boardsits Ultimate Parent Entity’s renewable energy generation asset portfolio; (c) any breach all or substantially all of Paragraph 2 NextEra’s or Paragraphs 4 through 8its Ultimate Parent Entity’s wind generation asset portfolio; (d) a merger, inclusiveconsolidation, amalgamation, reorganization or similar transaction of this Agreementa Person with or into NextEra or its Ultimate Parent Entity; or (de) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, leaseassignment, exchange pledge or other transfer of all or substantially all (50% or more) of the assets shares or equity interests of GST NextEra or its Ultimate Parent Entity; or (vi) any change of economic and voting rights triggered in Seller’s organization documents arising from the financing of the Facility and which does not result in the transfer of ownership, economic or voting rights in any entity that had no such rights immediately prior to the change, shall not constitute a Change of Control requiring consent. (1) For purposes of this PPA, a “Pending Facility Transaction” or “PFT” means (i) any Change of Control of Seller, (ii) the issuance by Seller or any of its Affiliates of a request for proposals or the Corporations response by Seller or any of its Affiliates to a request for proposal or similar process (e.g., auction) for the purchase or sale of the Facility, (iii) the commencement by Seller or any person of its Affiliates of substantive negotiations with any third party with respect to the sale of the Facility, (iv) the execution by Seller or entity any of its Affiliates of any letter of intent, memorandum of understanding or group similar document, whether or not legally binding, which contemplates the sale of persons the Facility, and/or (v) assignment by Seller of the PPA to a third party, except to the extent permitted in Section 19.1(B), (C) or entities acting (D). A PFT does not include, however, (i) any change that does not require consent pursuant to Section 19.3(A), (ii) any refinancing or replacing of the Unaffiliated Facility Investment by Seller or any of its Affiliates; (iii) any transaction in concert as which Seller offered to and Company declined to acquire the Facility; or (iv) any sale for purposes of a partnership transfer of some or other group (all of the tax benefits associated with the Facility to an equity investor or any transaction involving the sale of the membership interests in Seller that is included in a "Group sale of Persons") excluding the GST Companiesequity interests in Affiliates of Seller.

Change of Control. 8.1 This Section 8 shall become effective, but not operative, immediately upon the Commencement Date and shall remain in effect so long as the Employee remains employed hereunder by the Corporation, but shall not be operative unless and until there has been a Change in Control, as defined in Section 8.4 hereof. Upon such a Change in Control, this Section 8 shall become operative immediately. 8.2 If a Change in Control occurs (i) If while the Employee is employed by the Corporation hereunder, or (ii) subsequent to the Termination Date of the Employee's employment hereunder other than by the Corporation for cause, or death or disability, and prior to the termination of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any later of the following occur: (a) Executive is placed in any position first anniversary of lesser stature than that of a senior executive officer such Termination Date or the third anniversary of the Corporations; is assigned duties inconsistent with a senior executive officer Commencement Date, or duties which(iii) within 180 days of the Scheduled Termination Date, if performedthe Employee may, would result in a significant change in the nature or scope of powershis sole discretion, authority, functions or duties inherent in such position on within twelve (12) months after the date hereofof the Change in Control, give notice to the Corporation that he intends to elect to exercise his rights under this Section 8 (the "Notice of Intention"). Within thirty (30) days after the Corporation's receipt of the Notice of Intention, the Corporation shall provide written notice to the Employee setting forth the Corporation's computation of the amount that would be payable pursuant to Section 8.3, accompanied by the written opinion of the Corporation's independent certified public accountants confirming the Corporation's computation. If the Employee takes exception to the Corporation's computation of such amount, the Employee may (but shall not be prejudiced in this right to later contest the amount actually paid by failure to do so) give a further written notice to the Corporation setting forth in reasonable detail the Employee's exceptions to the Corporation's computation, accompanied by the written opinion of the Employee's tax advisor confirming the basis for such exceptions. Exercise by the Employee of his rights pursuant to this Section 8 shall only be made by giving further notice to the Corporation (the "Notice of Exercise") within six (6) months from the date of the Notice of Intention. 8.3 If the Employee gives the Notice of Exercise described in Section 8.2 to the Corporation, the Termination Date of his employment hereunder shall then occur; is assigned performance requirements or working conditions all outstanding stock options which are at variance with the performance requirements and working conditions not then exercisable shall immediately become exercisable in effect on the date hereoffull; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations Corporation shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, the Employee a lump sum cash payment amount equal to 2.99 $1.00 less than three (3) times the Employee's "base amount" of Executive's compensation. For purposes hereof(as defined by Section 280(G), "base amount" shall have the meaning provided in Section 280G (b) (2) (A) Part IX, Subchapter B, Chapter 1 of the Internal Revenue Code of 1986, as amended). The Corporation shall, within ten (10) business days after the date of the Notice of Exercise, deliver to the Employee its cashier's check in the amount payable pursuant to this Section 8.3, and payment of such amount shall terminate the Proposed Regulations thereunderEmployee's rights to receive any and all other compensation, reimbursements, indemnification, or benefits under this Agreement, other than those which are payable to or have accrued to the Employee as described in Section 7.6. (ii) 8.4 For the purposes of this Agreement, a Change of in Control means shall mean (i) a reportable change in control under the direct proxy rules of the Securities and Exchange Commission, including the acquisition of a 30% beneficial voting interest in the Corporation (other than such acquisition by Employee or indirect salean affiliate of Employee), leaseor (ii) a change in any calendar year of such number of directors as constitutes a majority of the board of directors of the Corporation, exchange unless the election, or other transfer the nomination for election by the Corporation's shareholders, of all or substantially all each new director was approved by a vote of at least two-thirds (50% or more2/3) of the assets directors then in office who were directors at the beginning of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiescalendar year.

Change of Control. (i) If prior to the termination Notwithstanding any other provisions of this Agreement, there is Company agrees that in the event a Change of Control (as such term is defined hereinhereinafter defined) occurs and thereafter Employee leaves the employment of Company and the combined entity for whatever reason (other than (i) termination for Cause, (ii) death, (iii) permanent disability as described in Section 9 hereof or (iv) by Employee for any of the following occur: reason other than Good Reason): (a) Executive is placed If the termination occurs within twelve months after a Change of Control, Company shall pay the Employee in any position a single lump sum within ten (10) days of lesser stature the termination an amount equal to two (2) times the sum of (i) his annual Salary and (ii) the product of: (x) his annual Salary and (y) the highest bonus award percentage applicable to the Employee during the three years preceding the year in which the termination takes place. The six (6) month notice requirement prior to the effective date of termination pursuant to Sections 8(b) and 8(c) shall continue to be applicable following a Change of Control. To the extent the Company gives less than that six (6) months notice (other than in the case of a senior executive officer termination for Cause), the Company shall pay the Employee his or her Salary for the amount of time by which the Corporations; actual notice given is assigned duties inconsistent with a senior executive officer less than six (6) months. (b) To the extent eligible, Employee shall continue to be covered by all noncash benefit plans of Company (including, but not limited to, the medical and dental plans and the special disability policy for officers), except for the retirement plans or duties which, if performed, would result retirement programs in a significant change in the nature which Employee participates or scope of powers, authority, functions any successor plans or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions programs in effect on the date hereofof a Change of Control, for 24 months thereafter; or provided, however, that if during such time period Employee should enter into the employment of a competitor of Company, participation in such noncash benefit plans would cease. In the event Employee is accorded treatment on a general basis that ineligible under the terms of such plans to continue to be so covered, Company shall use its best efforts to provide substantially equivalent coverage through other sources. If Company is unable to provide substantially equivalent coverage through other sources, then Company shall pay in derogation of his status as a senior executive officer; (b) Executive ceases cash to serve as a member of any of Employee the GST Board or the Boards; amount Company would have had to expend to provide such coverage assuming standard risk. (c) Employee’s payments received hereunder shall be considered severance pay in consideration of past service, and pay in consideration of continued service from June 3, 2002 and entitlement thereto shall not be governed by any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or duty to mitigate damages by seeking further employment nor offset by any compensation which may be received from future employment. (d) any requirement The specific arrangements referred to above are not intended to exclude Employee’s participation in other benefits available to executive personnel generally or to preclude other compensation or benefits as may be authorized by the Board of Directors of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside Company from time to time, or as a radius result of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (iie) This Section shall be binding upon and shall inure to the benefit of the respective successors, assigns, legal representatives and heirs to the parties hereto. (f) For the purposes purpose of this Agreement, a “Change of Control means (i) Control” shall mean: a merger, consolidation, or reorganization of Company with one or more other entities in which Company is not the direct or indirect salesurviving entity, lease, exchange or other transfer a sale of all or substantially all (50% or more) of the assets of GST Company to another entity, or any transaction (including, without limitation, a merger or reorganization in which Company is the Corporations to surviving entity) that results in any person or entity (or group of persons or entities acting in concert as a partnership group or other group otherwise in concert) becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of all classes of securities of Company or obtaining (through stock ownership, proxies, or otherwise) the right to elect a "Group majority of Persons") excluding the GST CompaniesBoard of Directors of the Company.

Change of Control. Attached to this Agreement as Annex A is a copy of an Employment Agreement dated as December 22, 2008 between Parent Corporation and Xxxxxxxxx (the “Amended Employment Agreement”). Upon the Effective Date (as defined in the Amended Employment Agreement) during the term of Xxxxxxxxx’x employment with Employer, the Amended Employment Agreement shall become effective with (notwithstanding the provisions of the Amended Employment Agreement to the contrary) the following modifications: (i) If the “Change of Control Period” as defined in the Amended Employment Agreement shall not terminate prior to the termination of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any end of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, term of this Agreement; (ii) the term thereof (referred to therein as the “Employment Period”) shall be the greater of three years, as provided therein, or the then remaining term of this Agreement; (diii) any requirement Paragraphs 3 and 5 and subparagraph 10(g) of this Agreement shall remain in full force and effect; (iv) clause (B) of Section 4(a)(i) and all of Section 4(b)(i) (except for the last sentence thereof) of the Corporations that Amended Employment Agreement shall be of no force or effect, all direct or indirect references in the location at which Executive performs his principal duties for Amended Employment Agreement to Annual Base Salary or base salary (including, without limitation, references to Section 4(b) in clause (ii) of Section 5(c) of the Corporations Amended Employment Agreement) shall be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior deemed to refer to the Change Annual Base Compensation described and determined and computed in accordance with Paragraph 5 hereof and the reference in clause (iii) of Control, then Section 5(c) of the Amended Employment Agreement shall be deemed a reference to have been terminated by Paragraph 3 hereof; and (v) termination of employment on account of the Corporations otherwise than by reason death or disability of Cause Xxxxxxxxx as provided in subparagraphs 10(c) and 10(d) hereof, respectively, shall remain in full force and effect and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) provisions of the Internal Revenue Code Amended Employment Agreement dealing with termination of 1986, as amendedemployment on account of Xxxxxxxxx’x death or disability and the effects thereof shall be of no force or effect. In all other respects the terms of the Amended Employment Agreement will thereafter govern the employment of Xxxxxxxxx, and subparagraphs 10(a), 10(b) and 10(f) hereof shall be of no further force or effect (except to the Proposed Regulations thereunderextent subparagraph 10(b) is incorporated into subparagraph 10(c) and 10(d) for determining amounts payable or benefits to be provided pursuant to subparagraph 10(c) and 10(d)). (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies

Change of Control. (i) If prior to the termination of this Agreement, there is a A Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive Company occurs while the Grantee is placed in any position of lesser stature than that of a senior executive officer director of the Corporations; is assigned duties inconsistent Company and, in connection with a senior executive officer such Change of Control, the successor corporation does not Assume the award under this Agreement or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases Grantee does not continue to serve as a member of any director of the GST Board or successor corporation (or, if the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8successor corporation is a subsidiary, inclusive, of the parent corporation). If the successor corporation Assumes the award under this Agreement; or (d) any requirement Agreement and the Grantee continues to serve as a director of the Corporations that successor corporation (or, if the location at which Executive performs his principal duties for successor corporation is a subsidiary, the Corporations be outside a radius of 50 miles from parent corporation) until the location at which Executive performed such duties immediately prior to the Change of ControlVesting Date, then the Agreement no such acceleration shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensationapply. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, the award under this Agreement shall be deemed “Assumed” following a Change of Control means if the following conditions are met: (i) the direct or indirect sale, lease, exchange or other transfer award is converted into a replacement award covering a number of all or substantially all (50% or more) shares of the assets entity effecting the Change of GST Control (or a successor or parent corporation), as determined in a manner substantially similar to the Corporations treatment of an equal number of Restricted Shares covered by the award; provided, that to the extent that any person portion of the consideration received by holders of the Company common stock in the Change of Control transaction is not in the form of the common stock of such entity (or a successor or parent corporation), the number of shares covered by the replacement award shall be based on the average of the high and low selling prices of the common stock of such entity (or group a successor or parent corporation) on the established stock exchange on the trading day immediately preceding the date of persons or entities acting in concert as the Change of Control; (ii) the replacement award contains provisions for scheduled vesting and treatment on termination of employment that are no less favorable to the Grantee than the underlying award being replaced, and all other terms of the replacement award (other than the security and number of shares represented by the replacement award) are substantially similar to the underlying award; and (iii) the security represented by the replacement award is of a partnership or other group (a "Group of Persons") excluding the GST Companiesclass that is publicly held and widely traded on an established stock exchange.

Change of Control. (i) If prior to In the termination of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that event of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Options shall immediately become fully vested and exercisable. For purposes of any options granted to the Executive prior to October 6, 2008, “Change of Control” shall have the meaning set forth in, or incorporated into, the applicable award agreement. For the purposes of this Agreement and options granted on or after October 6, 2008, a “Change of Control” shall be deemed to have been terminated by occurred if, after the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effectCommencement Date, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" there shall have occurred any of the meaning provided following: (i) any “person,” as such term is used in Section 280G (b13(d) (2) (Aand 14(d) of the Internal Revenue Code Securities Exchange Act of 19861934 (the “Exchange Act”), other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or a Group Affiliate, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as amendedtheir ownership of stock of the Company, acquires beneficial ownership (as defined under Section 13(d) of the Exchange Act) of voting securities of the Company and immediately thereafter is a “50% Beneficial Owner.” For purposes of this provision, a “50% Beneficial Owner” shall mean a person who is the Proposed Regulations thereunder. “beneficial owner” (as defined under Section 13(d) of the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then-outstanding voting securities; provided, however, that the term “50% Beneficial Owner” shall not include any person who was a beneficial owner of outstanding voting securities of the Company at the Commencement Date (an “Existing Shareholder”), including any group that may be formed which is comprised solely of Existing Shareholders or any affiliate of an Existing Shareholder to whom voting securities may be transferred if and for so long as the Existing Shareholder remains an indirect beneficial owner of the voting securities following such transfer, unless and until such time after the Commencement Date as any such Existing Shareholder shall have acquired beneficial ownership (other than by means of a stock dividend, stock split, gift, inheritance or receipt of securities in compensation for individual services as a director or officer of the Company) of any additional voting securities of the Company; (ii) For during any period of twelve (12) consecutive months commencing on or after the Commencement Date, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a “person” (as defined above) who has entered into an agreement with the Company to effect a transaction described in subsections (i), (iii) or (iv) of this definition) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the “Continuing Directors”), cease for any reason to constitute at least a majority thereof; (iii) the consummation of a merger, consolidation, recapitalization, or reorganization of the Company, or a reverse stock split of any class of voting securities of the Company, other than any such transaction which would result in at least 50% of the combined voting power of the voting securities of the Company or the surviving entity outstanding immediately after such transaction being beneficially owned by persons who together beneficially owned at least 80% of the combined voting power of the voting securities of the Company outstanding immediately prior to such transaction with the relative voting power of each such continuing holder compared to the voting power of each other continuing holder not substantially altered as a result of the transaction; provided that, for purposes of this AgreementSection 2.7(b)(iii), such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such 50% threshold (or to substantially preserve such relative voting power) is due solely to the acquisition of voting securities by an employee benefit plan of the Company or Group Affiliate, such surviving entity or a Change of Control means subsidiary thereof; or (iiv) the direct sale or indirect sale, lease, exchange or other transfer disposition by the Company of all or substantially all of the Company’s assets (50% or moreany transaction having a similar effect). The foregoing notwithstanding, a transaction shall not constitute a Change of Control if its sole purpose is to change the state of the Company’s incorporation. In addition, an initial public offering (“IPO”) of the assets securities of GST or the Corporations to any person or entity or group Company shall not constitute a Change of persons or entities acting in concert as a partnership or other group (a "Group Control for purposes of Persons") excluding the GST Companiesthis Agreement.

Change of Control. (ia) If prior Anything in this Agreement to the termination contrary notwithstanding, if, upon or within one year of this Agreement, there is a Change of Control (as such term is defined hereinbelow) occurring at any time during the Term, the Company or a succeeding entity terminates Executive without Cause (as defined above) or the Executive terminates his employment for Good Reason (as defined in Section 6(c) above), the Company or the succeeding entity’s obligation to Executive shall be (i) unpaid Base Salary, bonus and thereafter any benefits accrued up to the effective date of the following occur: termination, (aii) a lump sum payment equal to Executive’s then-current Base Salary for a period of twenty-four (24) months, and (iii) if Executive is placed in any position eligible for and timely elects COBRA coverage for health insurance coverage, payment of lesser stature than that Executive’s COBRA premiums for health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. In the event of a senior executive officer without Cause Change of the Corporations; is assigned duties inconsistent with a senior executive officer Control termination as described herein, these payments shall be in lieu of, and not in addition to, any severance pay or duties which, if performed, would result benefits set forth in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (bSection 6(b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; . Notwithstanding anything to the contrary contained herein or in any award agreement between Executive and the Company, in the event of a Change of Control (das defined below), (i) all unvested awards held by the Executive under the Company’s 2007 Equity Incentive Plan, including stock options and restricted stock units described in Section 3(c) and any requirement other subsequent awards, shall become fully vested upon the Change of Control and, if applicable, immediately exercisable, (ii) each such award, and each already vested award described in Section 3(c), which is a stock option shall continue to be exercisable for the remainder of its term, and (iii) with respect to any award under the Company’s 2007 Equity Incentive Plan that is subject to the attainment of performance objectives or specified performance criteria, such performance objectives and criteria shall be deemed satisfied at the target level and any performance period shall be deemed to end as of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius date of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed . As a condition to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) his receipt of the Internal Revenue Code post-employment payments and benefits under this Section 7(a), other than the vesting of 1986awards described in the preceding sentence, as amended, and the Proposed Regulations thereunder. (ii) For the purposes Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a Change release of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) claims agreement in favor of the assets Company, related entities and individuals and the succeeding entity, within the timeframe and in a form to be prescribed by the Company or a succeeding entity. The severance shall be paid in a lump sum within ninety (90) calendar days after the date of GST or Executive’s termination of employment, provided that the Corporations to any person or entity or group Company has received the signed general release of persons or entities acting claims agreement and Executive has not rescinded such agreement within the rescission period set forth in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiessuch agreement.

Change of Control. If: (i) If prior the Initial Investors ceasing to the termination of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any directly or indirectly beneficially own 50.1 per cent. of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer issued voting share capital of, or ceasing to have the ability directly or indirectly to exercise 50.1 per cent. of the Corporations; is assigned duties inconsistent with a senior executive officer or duties whichvoting rights in, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder.Company; (ii) For persons appointed, nominated or voted for by the purposes Initial Investors taken together, ceasing to form a majority of this Agreementthe board of directors (or equivalent body) of the Company; (iii) InterCo is not or ceases to be the immediate Holding Company of PIKCo and the immediate wholly owned direct Subsidiary of Topco (save for any such shares required by applicable law to be issued to a director or other officer of InterCo); (iv) PIKCo is not or ceases to be the immediate Holding Company of the Company and the immediate wholly owned direct Subsidiary of InterCo (save for any such shares required by applicable law to be issued to a director or other officer of PIKCo); (v) the Company is not or ceases to be the immediate Holding Company of Bidco and the immediate wholly owned direct Subsidiary of PIKCo (save for any such shares required by applicable law to be issued to a director or other officer of the Company); or (vi) Bidco is not or ceases to be the immediate wholly owned direct Subsidiary of the Company (save for any such shares required by applicable law to be issued to a director or other officer of Bidco), a then: (A) the Company shall promptly notify the Agent (copied to the Brokers) upon becoming aware of that event; (B) if at the expiry of the Change of Control means Period, there is not an Outstanding Transaction Liability, a Lender shall not be obliged to fund a Utilisation; (iC) if at the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) expiry of the assets Change of GST Control Period, there is an Outstanding Transaction Liability, and on or before the Corporations proposed Utilisation Date specified in the relevant Utilisation Request, the Company (or any Broker on its behalf) has provided to the Agent an Outstanding Transaction List, notwithstanding the amount of any person or entity or group proposed Loan specified in that Utilisation Request, the amount of persons or entities acting in concert as a partnership or the proposed Loan shall be: 1. no more than the Outstanding Transaction Liability; or 2. if the Outstanding Transaction Liability is equal to more than the Available Facility, the Available Facility; and (D) subject to paragraph (D) above, if the Majority Lenders so require, the Agent shall cancel the Total Commitments and declare all outstanding Loans, together with accrued interest, and all other group (a "Group of Persons") excluding amounts accrued under the GST CompaniesFinance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.

Change of Control. Notwithstanding (ib) If prior and (c) above, the following provisions shall apply to the termination Awards in the event of this Agreement, there is a Change of Control prior to the end of the Performance Period‎: (i) in the event of a Change of Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace the Awards on substantially the same terms and conditions (with such adjustments as may be required or permitted by Section 15 of the Plan), and such term is defined hereinAwards or replacements therefor shall remain outstanding and be governed by their respective terms, subject to (iii) and thereafter any (iv) below; (ii) if and to the extent that the Awards are not continued, assumed or replaced in connection with a Change of Control, then a pro rata portion of the following occur: (a) Executive is placed in any position shares of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position Restricted Stock will become immediately vested based on the date hereof; is assigned performance requirements or working conditions which are at variance with of the performance requirements Change of Control and working conditions in effect on no Performance Units shall be earned and payable. The fraction to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or Change of Control (rounded up to the Boards; nearest whole month) and the denominator of which shall be sixty (c60); (iii) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of if and to the Corporations extent that the location at which Executive performs his principal duties for Awards are continued, assumed or replaced under the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to circumstances described in Section 3(e)(i), and if within two years after the Change of Control, Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason, then a pro rata portion of the Agreement shares of Restricted Stock will become immediately vested based on the date of termination and no Performance Units shall be deemed earned and payable. The fraction (subject to a maximum of one (1)) to be used to determine the number of shares of Restricted Stock to vest hereunder shall have been terminated by a numerator equal to the Corporations otherwise than by reason number of Cause fiscal months elapsed between May 2, 2020 and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) date of the Internal Revenue Code of 1986, as amendedtermination (rounded up to the nearest whole month), and the Proposed Regulations thereunder.denominator of which shall be sixty (60); and (iiiv) For Notwithstanding whether the purposes of this AgreementAwards are continued, assumed or replaced in connection with a Change of Control means (i) the direct or indirect saleControl, lease, exchange if Grantee experiences an involuntary termination of employment or other transfer of all service for reasons other than Cause or substantially all (50% Grantee shall terminate employment with Good Reason during the period beginning on the date an agreement is entered into by the Company with respect to a merger, consolidation or more) similar transaction of the assets Company, which would constitute a Change of GST Control, and the effective time of such merger, consolidation or similar transaction of the Corporations Company, then a pro rata portion of the shares of Restricted Stock will become immediately vested based on the date of the Change of Control and no Performance Units shall be earned and payable. The fraction (subject to any person or entity or group a maximum of persons or entities acting in concert as one (1)) to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a partnership or other group numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date of the Change of Control (a "Group rounded up to the nearest whole month), and the denominator of Persons") excluding the GST Companieswhich shall be sixty (60).

Change of Control. (i) If prior to Notwithstanding the termination preceding provisions of this Agreement, there upon the occurrence of a Change of Control, the following provisions shall apply: (a) The Term shall be extended to a period of one (1) year after the date on which the Change of Control occurs if the remaining Term as of the Change of Control effective date is less than one (1) year. (b) If, during the Term, as extended pursuant to Section 8(a), Executive’s employment is Terminated without Cause or Executive Resigns for Good Reason, the Company shall provide to Executive the following severance benefits: (1) The Company shall pay to Executive, in lieu of the compensation specified in Sections 7(e) or 7(f), a severance payment (subject to any applicable payroll or other taxes required to be withheld) equal to two (2) times the sum of (i) Executive’s Base Salary at the rate then in effect, or if greater, in effect immediately preceding the Change of Control and (ii) the average of the cash bonuses paid or accrued on Executive’s behalf with respect to the two (2) completed calendar years preceding the effective date of the Change of Control. In addition, the Bank shall continue Executive’s health and life insurance coverage at the Bank’s expense for a twenty-four (24) month period following Executive’s Termination without Cause or Resignation for Good Reason. (2) The payments described in this Section 8 shall be due Executive regardless of any subsequent employment obtained by Executive. (c) In the event that the aggregate payments or benefits to be made or afforded to Executive in the event of a Change of Control (as such term is defined hereinwhether under this Agreement or otherwise) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in include an “excess parachute payment” under Code Section 280G (b) (2) (A) of or any successor thereto, then such payments or benefits shall be reduced to the Internal Revenue Code of 1986extent necessary to avoid treatment as an “excess parachute payment”, as amended, with the reduction among such payments and the Proposed Regulations thereunder. (ii) For the purposes of benefits to be made first to payments and benefits payable or provided under this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies.

Change of Control. (i) If prior Notwithstanding anything to the termination of contrary contained in this Agreement, there is in the event of a Change of Control of Employer if Employee’s employment is terminated by Employer or Employee for Involuntary Termination within one (as such term is defined herein1) and thereafter any year after the Change of Control (other than for Cause), then: (i) the following occur: greater of (a) Executive is placed in fifty percent (50%) of Employee’s unvested options shall vest immediately, or (b) twelve (12) months unvested options shall vest immediately and; and (ii) Employee shall be entitled to (a) any position of lesser stature than that of a senior executive officer accrued but unpaid salary and unused vacation time as of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope date of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officertermination; (b) Executive ceases to serve as a member twelve (12) months’ of any salary from the date of termination, payable in accordance with the normal payroll practice of the GST Board or Company; (in this section, this period shall be referred to as the Boards; “Severance Period”) and (c) continued participation, at Employer’s cost and expense, during the Severance Period in any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement Employer-sponsored group benefit plans in which Employee was participating as of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius date of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, termination or reimbursement as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) 5. For the purposes of this Agreement, a “Change of Control means in Control” shall mean, other than changes between Cytrx and RXi, (i) an acquisition of any voting securities of the direct Employer (the “Voting Securities”) by any “person” (as the term “person” is used for purposes of Section 13(d) or indirect saleSection 14(d) of the Securities Exchange Act of 1934, lease, exchange as amended (the “1934 Act”)) immediately after which such person has “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) (“Beneficial Ownership”) of 50% or other transfer more of the combined voting power of the Employer’s then outstanding Voting Securities without the approval of the Board; (ii) a merger or consolidation that results in more than 50% of the combined voting power of the Employer’s then outstanding Voting Securities of the Employer or its successor changing ownership (whether or not approved by the Board); (iii) the sale of all or substantially all (50% or more) of the assets Employer’s assets; or (iv) approval by the shareholders of GST or the Corporations to any person or entity or group Employer of persons or entities acting in concert as a partnership or other group (a "Group plan of Persons") excluding complete liquidation of the GST CompaniesEmployer.

Change of Control. (i) If prior to Change of Control shall be as defined in the termination Executive's Employment Agreement between the Executive and the Bank in effect at the time of this Agreementsaid Change of Control, there or if no such agreement is then in effect, by the regulations of the OTS in 12 CFR ss.574. Upon a Change of Control Control, if the Executive subsequently suffers an involuntary termination of service, except for cause, and such termination of service constitutes a Separation from Service (as defined in Section IV), or, upon a voluntary termination of service within twelve (12) months after such term is defined herein) and thereafter Change of Control, if any of the following events, which have not been consented to in advance by the Executive in writing, occur: (ai) if the Executive is placed in any position of lesser stature would be required to move her personal residence or perform her principal executive functions more than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; forty (b40) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior Executive's primary office as of the signing of this agreement, or (ii) if the Bank should fail to maintain Executive's base compensation in effect as of the date of the Change of ControlControl and the existing employee benefits plans, including material fringe and retirement plans, then the Agreement Executive shall receive the benefits in Section IV herein upon attaining Normal Retirement Age (as defined in Section III), as if the Executive had been continuously employed by the Bank until the Executive's Normal Retirement Age. Notwithstanding the foregoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder, when aggregated with all other payments to be made to the Executive by the Bank, shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the an "base amountexcess parachute payment" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in accordance with Section 280G (b) (2) (Aof the code and be subject to the excise tax provided at Section 4999(a) of the Internal Revenue Code Code. Notwithstanding the above, if the Executive is as of 1986the date of her Separation from Service a "Specified Employee" (as herein defined), as amendedthen payment under this Article IX shall not be paid earlier than the 183rd day following the date the Executive incurs a Separation from Service, and the Proposed Regulations thereunder. (ii) For the purposes or her death, if earlier, with any payments not made on account of this Agreement, a Change of Control means (i) sentence being paid with the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesExecutive's first payment.

Change of Control. (1) If (i) If prior to the termination of this Agreement, there is a Change of Control (as such term is defined hereinbelow) and thereafter any of occurs during the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, Term of this Agreement; Agreement or any extension thereof, (dii) Employee is employed by the Company or an affiliate thereof, and (iii) the Employee is terminated by the Company or such affiliate for any requirement of the Corporations that the location at which Executive performs his principal duties reason other than for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to death, Disability or Cause after the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations Company (or its successors) shall pay Employee, or his beneficiary in the event of his subsequent death, subject to Executive within five days after notice from Executive to such effectapplicable federal and state income and social security tax withholding requirements, as liquidated damagesin accordance with the Company's customary payroll practices, a lump sum cash payment an amount equal to the product of 2.99 times the multiplied by Employee's "base amountBase Amount," of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided as defined in Section 280G (b) (2) (A280G(b)(3) of the Internal Revenue Code of 1986Code, as amendedamended (the "Code") (which amount is generally the average annual compensation payable during the most recent five tax years ending before the year of the Change in Control as reflected on Forms W-2 for the relevant periods), such amount to be paid in equal monthly installments over the thirty-six month period following termination, or at the option of Employee to be paid in a lump sum at the time of termination without any reduction for commutation to present value. During the thirty-six month period following termination, the Company (or its successors) shall also pay for medical and life insurance for Employee on the Proposed Regulations thereundersame basis as in effect at the time of termination. Payments to the Employee, as aforesaid, shall not be reduced by the value of any stock options that vest upon a change in control, regardless of whether any such options are considered income by the Internal Revenue Service or parachute payments under Section 280G(b)(3). (2) If (i) a Change of Control (as defined below) occurs during the Term of this Agreement or any extension thereof, (ii) Employee is employed by the Company or an affiliate thereof, and (iii) Employee voluntarily terminates his employment by the Company for any reason within 180 days after the Change of Control, the Company (or its successors) shall pay Employee or his beneficiary in the event of his subsequent death, subject to applicable federal and state income and social security tax withholding requirements, in accordance with the Company's customary payroll practices, an amount equal to the product of 2.99 multiplied by Employee's Base Amount, such amount to be paid in equal monthly installments over the thirty-six month period following termination, or at the option of Employee to be paid in a lump sum at the time of termination without any reduction for commutation to present value. During the thirty-six month period following termination, the Company (or its successors) shall also pay for medical and life insurance for Employee on the same basis as in effect at the time of termination. Payments to the Employee, as aforesaid, shall not be reduced by the value of any stock options that vest upon a change in control, regardless of whether any such options are considered income by the Internal Revenue Service or parachute payments under Section 280G(b)(3). (b) For the purposes of this Agreement, a "Change of Control Control" means the occurrence of one of the following: (i) any "person" (as that term is used in Sections 13(d) and 14(d)(2) of the direct or indirect saleSecurities Exchange Act of 1934, leaseas amended), exchange other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or (B) Employee or a group of persons including Employee, is or becomes the beneficial owner (as that term is used in Section 13(d) of the Securities Exchange Act of 1934), directly or indirectly, of 50% or more of the common voting stock of the Company or its successors; (ii) there shall be any consolidation or merger of the Company or the Bank in which such entity is not the continuing or surviving corporation or as a result of which the holders of the voting capital stock of the Company or the Bank (as the case may be) immediately prior to the consummation of the transaction do not own more than 50% of voting capital stock of the surviving corporation; or (iii) there occurs the sale or transfer of all or substantially all (50% or more) of the assets of GST the Company or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesBank.

Change of Control. (i) If prior Notwithstanding anything herein to the termination of this Agreementcontrary, there is if a Change of Control occurs before the day that is the three year anniversary of the grant date , then the Performance Periods (as such term is defined hereinon Annex B) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties shall terminate immediately prior to such Change of Control and the number of Restricted Stock Units subject to the Award that shall vest immediately prior to such Change of Control (the "Change of Control Payment") shall be subject to pro-rata vesting and shall equal (i) the number of Restricted Stock Units determined in accordance with Annex B, except that any unvested Restricted Stock Units from the shortened Performance Period for Tranche 1 will not be added to Tranche 2 for purposes of this calculation, based on the Company's actual performance for the shortened Performance Periods, multiplied by (ii) a fraction, the numerator of which shall be the number of days during the Performance Periods the Recipient was employed by or rendered services to the Company, and the denominator of which shall be the number of days in the normal Performance Periods. Any Restricted Stock Units subject to the Award that do not vest after giving effect to the preceding sentences of this Section 3(c) (calculated as the difference between (i) above and the Change of Control, then the Agreement Control Payment) shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times converted into time-based restricted stock units (the "base amount" of Executive's compensationTime-Based Restricted Stock Units") for which the Forfeiture Restrictions shall lapse and such Time-Based Restricted Stock Units shall vest according to the original time-based vesting schedule set forth in Annex B (without regard to the market-based vesting component). For purposes hereofFurthermore, "base amount" shall have if the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, Recipient incurs a Change of Control means (i) Termination after becoming vested in the direct or indirect saleChange of Control Payment, lease, exchange or other transfer of the Forfeiture Restrictions shall lapse as to all or substantially all (50% or more) of the assets Time-Based Restricted Stock Units upon such Change of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesControl Termination.

Change of Control. (ia) If prior Notwithstanding any other provision contained herein, the Employee's Initial Options and other options issued under the Company's share option plans that are not then exercisable shall become exercisable (and be deemed to be vested) on the termination of this Agreement, there is date on which a Change of Control (as such term is defined hereinbelow) and thereafter any of the following occur: (a) Executive is placed in Company occurs. In addition, restricted Common Shares granted under any position of lesser stature than that of a senior executive officer other of the Corporations; Company's share option plans shall immediately vest upon a Change of Control of the Company. (b) If (i) the employment of the Employee is assigned duties inconsistent terminated by the Company (or successor thereto) without Serious Cause or (ii) the Employee terminates employment with a senior executive officer the Company (or duties whichsuccessor thereto) for Good Reason, if performed, would result in a significant change in each case within the nature or scope of powers, authority, functions or duties inherent in such position period commencing on the date hereof; that a Change of Control is assigned performance requirements or working conditions which are at variance with formally proposed to the performance requirements Company's Board of Directors and working conditions in effect ending on the first anniversary of the date hereof; or is accorded treatment on which such Change of Control occurs, then the Employee shall be entitled to receive (in lieu of the benefits described in Section 11): (1) any accrued but unpaid salary, (2) a general basis that is in derogation lump sum payment equal to two times such Employee's annual base salary as of his status as the date of termination, (3) any accrued but unpaid bonus from a senior executive officer; prior fiscal year, (b4) Executive ceases reimbursement of business expenses incurred prior to serve as the date of termination, (5) travel and housing allowances under Section 9 for one year following the date of termination, (6) reasonable relocation expenses from Bermuda to the United States, together with (7) a member gross up of any excise taxes payable by the Employee by reason of the GST Board such payments occurring in connection with a Change of Control. The Employee shall not be entitled to any benefits or the Boards; other entitlements under this section unless a Change of Control actually occurs. (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the A "Change of Control, then " of the Agreement Company shall be deemed to have been terminated by occurred if, following consummation of the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to IPO (i) any "person" as such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided term is defined in Section 280G (b3(a)(9) (2and as used in Sections 13(d) (Aand 14(d) of the Internal Revenue Code Securities Exchange Act of 19861934 (the "Exchange Act"), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as amendedtheir ownership of the Company, and is or becomes the Proposed Regulations thereunder. "beneficial owner" (as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding securities ("Voting Securities"); (ii) For during any period of not more than two years, individuals who constitute the purposes Board of this Agreement, Directors of the Company (the "Board") as of the beginning of the period and any new director (other than a Change of Control means director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i) or (iii) of this sentence) whose election by the direct Board or indirect sale, lease, exchange or other transfer nomination for election by the Company's shareholders was approved by a vote of all or substantially all at least two-thirds (50% or more2/3) of the assets directors then still in office who either were directors at such time or whose election or nomination for election was (d) The provisions of GST or this Section 12 shall only apply following the Corporations to any person or entity or group consummation of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesan IPO.

Change of Control. Notwithstanding the provisions of Sections 3 and 4 above, if within twenty-four (i24) If prior to months following the termination occurrence of this Agreementa Change of Control, there is a Termination of Employment: (a) (i) by the Company or an Affiliate, as applicable, without Cause or due to Company-mandated (or Affiliate-mandated, as applicable) retirement, (ii) on account of death or Disability or (iii) by the Participant on account of a Constructive Termination, then upon such termination, all outstanding RSUs awarded pursuant to Section 1 above shall vest in full; provided, however, that in the event that the Change of Control occurs prior to the Announcement Date, the number of RSUs awarded pursuant to Section 1 above that shall be deemed to be outstanding for this purpose shall be equal to the greater of (x) the number of RSUs determined as such term is defined herein) and thereafter any set forth in Section 1 above, determined using the Company’s performance during the actual quarters completed in the Performance Period prior to the Change of Control, as determined by the Committee (which, for this purpose, shall mean the Committee comprised of members of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control), then and (y) the Agreement target number of RSUs. Shares shall be deemed issued to have been terminated the Participant by the Corporations otherwise Company as soon as reasonably practicable after such termination but not later than by reason March 15 of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times year following the "base amount" year of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G vesting; (b) (2) (A) by the Participant other than on account of a Constructive Termination, then all RSUs awarded pursuant to Section 1 above that are unvested at the date of termination shall be forfeited, and Shares with respect to any RSUs awarded pursuant to Section 1 above that are vested at the date of termination shall be issued to the Participant by the Company as soon as reasonably practicable after such termination but not later than March 15 of the Internal Revenue Code year following the year of 1986vesting; or (c) by the Company or an Affiliate, as amendedapplicable, and for Cause, then all RSUs awarded pursuant to Section 1 above, whether vested or unvested at the Proposed Regulations thereunderdate of termination, shall be forfeited. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies

Change of Control. (i) If prior 53.1 The Supplier shall provide written notice to the termination Authority within 15 Working Days of any Change of Control of the Supplier [or the Parent Company] taking place. [Template Note: Parent Company wording needed only if the Supplier is required to procure a Guarantee in relation to a particular Call Off Contract] 53.2 Subject to Clauses 53.4 and 53.5, the Authority shall be entitled to terminate this Agreement, Contract in accordance with Clause 61.1.1(b) where there is a Change of Control to which the Authority objects, except where the Authority has given its prior written consent to the particular Change of Control (such consent not to be unreasonably withheld or delayed), which subsequently takes place as such term is defined herein) and thereafter proposed. 53.3 [If at any time the Guarantor ceases to be the Parent Company of the Supplier, following occur: (a) Executive is placed in any position a change of lesser stature than that of a senior executive officer Control of the Corporations; is assigned duties inconsistent with Supplier or the Parent Company itself, the Supplier shall, within 20 days of the request by the Authority procure that a senior executive officer or duties which, if performed, would result in a significant change replacement Guarantee substantially in the nature or scope form set out in Schedule 7 (Form of powers, authority, functions or duties inherent in such position on the date hereof; Guarantee) is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated executed by the Corporations otherwise than by reason of Cause and Supplier's new Parent Company.] [Template Note: Clause needed only if the Corporations shall pay Supplier is required to Executive within five days after notice from Executive procure a Guarantee in relation to such effect, as liquidated damages, a lump sum cash payment equal particular Call Off Contract] 53.4 The non exhaustive grounds upon which the Authority may object to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means are: 53.4.1 it would mean the Authority would contract with an entity which: (ia) the direct Authority would not have contracted with at the Effective Date (for example, where the entity would not have met the ITT evaluation criteria); (b) has materially failed to deliver services to the Authority to the standards required in any contract with the Authority or indirect sale, lease, exchange or any other transfer of all or substantially all Local Body; and/or (50% or morec) takes a stance on matters relating to corporate social responsibility (including environmental sustainability) which is inconsistent with the policies of the assets UK government; and/or 53.4.2 the Change of GST Control might or would adversely affect or prejudice: (a) national security or the Corporations level of threat of criminal activity; and/or (b) the operations, reputation or good standing of the Authority. 53.5 The Authority's right to any person or entity or group terminate this Contract under Clause 53.2 shall expire if not exercised within six (6) months of persons or entities acting in concert as a partnership or other group (a "Group the date of Persons") excluding written notice to the GST CompaniesAuthority by the Supplier pursuant to Clause 53.2.

Change of Control. (i) If prior to during the termination term of this Agreement, there is shall occur a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement Employee may terminate his employment hereunder for Good Reason (as hereinafter defined), whereupon Employee shall be deemed entitled to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, receive a lump sum cash payment equal to 2.99 times Employee’s average annual compensation paid by Company (including bonuses, if any) during the "base amount" three years preceding the date of Executive's compensation. For purposes hereoftermination; provided, "base amount" however, that such payment shall have be reduced if and only to the meaning provided in extent necessary to avoid the imposition of an exercise tax on such payment under Section 280G (b) (2) (A) 4999 of the Internal Revenue Code of 1986, as amended. For purposes of this Agreement, and a (“Change of Control”) shall be deemed to have occurred on the Proposed Regulations thereunder. first day on which Employee, other than by reason of termination of Employee’s employment “for cause” (ii) as defined above), or employee’s death, disability or volitional act, ceases to serve as a member of Company’s Board of Directors. For the purposes of this Agreement, (“Good Reason”) shall mean any of the following (without Employee’s express prior written consent): (a) The assignment to Employee by Company of duties inconsistent with Employee’s then positions, duties, responsibilities, titles, or offices of any reduction in his duties or responsibilities, or any removal of Employee from or any failure to re-elect Employee to any such positions, except in connection with the termination of Employee’s employment for Cause, or disability (as described above) or as a Change result of Control means Employee’s death or by termination of employment by Employee other than for Good Reason; (ib) A relocation of Company’s principal executive offices to a location outside of South Florida or Company’s requiring Employee to be based anywhere other than within 50 miles of the direct location at which Employee on the date hereof performs Employee’s duties, except for required travel on Company’s business to an extent substantially consistent with Employee’s business travel obligations on the date hereof; (c) A failure by Company to continue in effect any benefit or indirect salecompensation plan (including any pension, leaseprofit-sharing, exchange bonus, life, medical, disability and other insurance and employee benefit plans and programs) in which Employee participates, or other transfer a failure to provide Employee with substantially similar benefits, or the taking of all any actions by Company which would materially and adversely affect Employee’s participation in or reduce Employee’s benefits under any such plans; (d) The taking of any action by Company which would deprive Employee of any material fringe benefit enjoyed by Employee on the date hereof; or (e) The failure by Company to obtain the specific assumption of this Agreement by any successor or assignee of Company or any person acquiring substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesCompany’s assets.

Change of Control. (i) If prior to the termination For purposes of this AgreementNote, there is a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the “Change of Control” shall mean a consolidation or merger in which Maker (or its wholly owned subsidiary) is not the surviving corporation or which results in the acquisition of more than 50% of Maker’s outstanding voting equity securities by a single person or entity or by a group of persons and/or entities acting in concert, then or the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange exclusive license or other transfer of all or substantially all of Maker’s assets (50% except that any transaction that is undertaken solely for the purpose of “reincorporating” Maker in another jurisdiction or morewhich is meant solely to create a holding company structure for Maker shall not be a Change of Control). If this Note is still outstanding and unconverted, then at the closing of a Change of Control, Maker shall prepay this Note in an amount equal to the Adjusted Principal Amount multiplied by the Sale Multiple (as defined below). “Sale Multiple” shall mean, as applicable, (i) 1.1, if a Change of Control occurs within twelve (12) months after the First Closing Date; (ii) 1.5, if a Change of Control occurs between twelve (12) months and twenty-four (24) months after the First Closing Date and (iii) 2.0, if a Change of Control occurs between twenty-four (24) months and thirty-six (36) months after the First Closing Date. Maker is required to provide written notice to the Holder of a Change of Control at least thirty (30) days prior to such Change of Control, which notice shall include a summary of the assets material terms, even if such summary is non-binding, of GST a proposed of Change of Control (the “Change of Control Notice”). If the consideration payable to the Holder hereof in connection with any such transaction is in a form other than cash or marketable securities, then the Corporations value of such consideration shall be determined in the Change of Control Notice in good faith by Maker’s Board of Directors on the same basis as for every other stockholder of Maker; provided, however, that the Requisite Purchasers may, at their written election to any person or entity or group Maker and at their cost, retain the services of persons or entities acting an independent third party appraiser reasonably acceptable to Maker to appraise the value of such consideration, in concert as which case the determination of such appraiser shall be final and binding for all purposes; provided further, however, that Maker may elect, at Maker’s option and at Maker’s cost, to retain the services of a partnership or other group (a "Group second independent third party appraiser reasonably acceptable to Holder to appraise the value of Persons") excluding such consideration, in which case the GST Companiesaverage of the determinations of the two appraisers shall be final and binding for all purposes.

Change of Control. (a) In the event of a Change of Control, subject to Section 10(b) below, the Option shall, upon consummation of such Change of Control, either be assumed or a substantially equivalent option shall be substituted by the successor corporation (or an affiliate thereof). If the Option is assumed or substituted and, within twelve (12) months after the Change of Control, the Optionee is involuntarily terminated from employment with the Company without Cause or leaves the Company for Good Reason, then such assumed or substituted Option shall become exercisable in full as of the date of such termination and shall expire upon the earlier of (i) If the expiration of the Option, or (ii) one year from the date of the Optionee’s termination of employment. (b) In the event that the successor corporation does not assume the Option or an equivalent option is not substituted, then the Committee shall provide that one of the following will occur with respect to the Option: (i) the Option will become exercisable in full as of a specified time prior to the termination of this Agreement, there is a Change of Control and will terminate immediately prior to the consummation of such Change of Control, except to the extent exercised by the Optionee prior to the consummation of such Change of Control; (as ii) the Option shall terminate upon consummation of such term is defined hereinChange of Control and the Optionee will receive, in exchange thereof, a cash payment equal to the amount (if any) and thereafter any by which (x) the amount payable in the Change of Control with respect to a share of the following occur: Company’s common stock, $.01 par value per share (athe “Stock”), multiplied by the number of shares of Stock subject to the Option exceeds (y) Executive is placed in any position of lesser stature than that of a senior executive officer the aggregate exercise price of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereofOption; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (biii) Executive ceases to serve as a member of any combination of the GST Board or above. If, however, following the Boards; Change of Control, the Company’s Stock is still publicly traded, the Option shall remain in place unchanged. (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, For purposes of this Agreement; Section 10, “Cause” shall mean (i) willful misconduct, (ii) gross neglect, (iii) failure to materially perform one’s job duties, (iv) insubordination, (v) acts of moral turpitude, theft or dishonesty, (vi) a felony conviction, or (dvii) any requirement acts that are (or could be expected to be) damaging or detrimental to the Company. “Good Reason” shall mean the Optionee’s title, position or job responsibilities have been materially reduced or the Optionee has been assigned duties that are materially different from his or her duties prior to the Change of the Corporations that the location at Control or which Executive performs materially impair his principal or her ability to perform his or her duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately as required prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies

Change of Control. If a "Change of Control" (as that term is defined in that certain Indenture dated as of March 3, 1993, by and between the Company and United States Trust Company of New York, as trustee, in connection with the Company's 8% Senior Notes due 2008) occurs during the Employment Period and, as a result of such Change of Control, this Agreement or the Employee's employment is terminated for any reason, or the Employee resigns his employment because any of the Employee's position, powers, duties or responsibilities under Section 2 above are changed without his agreement, or any compensation or benefit payable or otherwise extended to the Employee hereunder (including without limitation Salary, incentive bonus, expenses, fringe benefits and automobile set forth in Section 3 above) is eliminated or reduced, the Company or its successor in interest shall: (i) If prior give prompt notice to the termination Employee of this Agreementany such termination, there is a Change of Control change, elimination or reduction; (as such term is defined hereinii) and thereafter any within thirty (30) days after the Termination Date, pay to the Employee (or in the event of the following occur: (aEmployee's subsequent death, such person as the Employee shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate) Executive is placed a lump sum amount equal to the Employee's Salary in any position of lesser stature than that of a senior executive officer effect as of the Corporations; is assigned duties inconsistent Termination Date, which lump sum amount shall not be pro-rated and shall be paid in addition to the Salary due and payable under (iii) below; (iii) until the Expiration Date, continue to pay to the Employee (or in the event of the Employee's subsequent death, such person as the Employee shall have designated in a notice filed with a senior executive officer or duties whichthe Company, or, if performedno such person shall have been designated, would result to his estate) his Salary (in a significant change in the nature or scope effect as of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control), then and to extend to him the incentive bonus, expenses, fringe benefits and automobile set forth in Section 3 above. The obligations of the Company pursuant to this Section 4 (e) shall survive any termination of this Agreement shall be deemed to have been terminated or the Employee's employment or any resignation of such employment by the Corporations otherwise than by reason of Cause and the Corporations shall pay Employee pursuant to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in this Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder4(e). (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies

Change of Control. If a "Change of Control" (as that term is defined in that certain Indenture dated as of March 3, 1993, by and between the Company and United States Trust Company of New York, as trustee, in connection with the Company's 9 3/4% Senior Notes due 2003) occurs during the Employment Period and, as a result of such Change of Control, this Agreement or the Employee's employment is terminated for any reason, or the Employee resigns his employment because any of the Employee's position, powers, duties or responsibilities under Section 2 above are changed without his agreement, or any compensation or benefit payable or otherwise extended to the Employee hereunder (including without limitation Salary, incentive bonus, expenses, fringe benefits and automobile set forth in Section 3 above) is eliminated or reduced, the Company or its successor in interest shall: (i) If prior give prompt notice to the termination Employee of this Agreementany such termination, there is a Change of Control change, elimination or reduction; (as such term is defined hereinii) and thereafter any within thirty (30) days after the Termination Date, pay to the Employee (or in the event of the following occur: (aEmployee's subsequent death, such person as the Employee shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate) Executive is placed a lump sum amount equal to the Employee's Salary in any position of lesser stature than that of a senior executive officer effect as of the Corporations; is assigned duties inconsistent Termination Date, which lump sum amount shall not be pro-rated and shall be paid in addition to the Salary due and payable under (iii) below; (iii) until the Expiration Date, continue to pay to the Employee (or in the event of the Employee's subsequent death, such person as the Employee shall have designated in a notice filed with a senior executive officer or duties whichthe Company, or, if performedno such person shall have been designated, would result to his estate) his Salary (in a significant change in the nature or scope effect as of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control), then and to extend to him the incentive bonus, expenses, fringe benefits and automobile set forth in Section 3 above. The obligations of the Company pursuant to this Section 4 (e) shall survive any termination of this Agreement shall be deemed to have been terminated or the Employee's employment or any resignation of such employment by the Corporations otherwise than by reason of Cause and the Corporations shall pay Employee pursuant to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in this Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder4(e). (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies

Change of Control. (i) If prior to the termination of The parties agree that this Agreement, there is a Agreement will not automatically terminate upon any Change of Control of the Corporation. However, the Corporation and the Executive acknowledge and agree that both the Corporation (as such term is defined hereinor its successor) and thereafter any the Executive shall have the right to terminate this Agreement within 90 days of the following occur: (a) Executive is placed in any position of lesser stature than that closing of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, on 30 days prior notice to the other party (prior to the expiry of the 90 day period). If the Executive's employment is so terminated: (i) the Corporation shall pay to or to the order of the Executive the aggregate of the following amounts (less any deductions required by law): (A) if not theretofore paid, the Executive's Annual Salary for the then current fiscal year of the Agreement Corporation for the period to and including the Date of Termination; and (B) an amount equal to the Annual Salary (to the extent the termination is by the Corporation the portion of the Annual Salary referred to in Section 1.3 (a)(ii) shall be deemed to have been terminated by be the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's targeted incentive compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder.); (ii) For all options held by the purposes Executive, whether then vested or not, shall immediately become exercisable (and shall remain exercisable as set forth in clause 3.1(c)(ii)) in the event that the Executive's employment is terminated by the Corporation (other than for Just Cause, Disability or Death) within one year following the completion of the transaction effecting the change of control of the Corporation as contemplated by this Agreement, a Change of Control means Section 3.1(d); (iiii) the direct Corporation shall not seek in any way to amend the terms of any loans from the Corporation or indirect sale, lease, exchange or other transfer of all or substantially all its subsidiaries to the Executive; (50% or moreiv) the Corporation shall provide the Executive with the job relocation counselling services of the assets firm acceptable to the Corporation for an amount not to exceed $15,000; (v) if, at the Date of GST Termination, there were any memberships in any clubs, social or athletic organizations paid for by the Corporations Corporation that were for the regular use of the Executive at the Date of Termination, the Corporation will not take any action to terminate such memberships but need not renew any person such membership that expires; and (vi) the Corporation shall pay to the Executive all outstanding and accrued vacation pay to the Date of Termination. Upon compliance with clauses (d)(i) through (vi) above, the Corporation shall have no further obligations to the Executive under this Agreement or entity otherwise and the Executive agrees that notwithstanding any other provision contained herein, the Executive shall not have any right to commence any action for wrongful dismissal or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiestermination.

Change of Control. If this Agreement and the Executive’s employment is terminated by the Company without Cause pursuant to subsection 4.1(d) above or by the Executive for Good Reason pursuant to subsection 4.1(f) above, in either event only within the twelve (i12) If prior to the termination of this Agreement, there is month period following a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement following provisions shall be deemed to have been terminated by apply: (a) the Corporations otherwise than by reason of Cause and the Corporations Company shall pay to the Executive within five days after the Basic Entitlements (with vacation pay calculated to the end of the statutory notice from period); (b) the Company shall pay any Bonus awarded in respect of the year preceding the year of termination, but not yet paid; (c) the Company shall pay to the Executive her Bonus at Target for the year in which her employment terminates, pro-rated to such effect, as liquidated damages, the date of termination; (d) the Company shall provide the Executive with a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) equivalent her Annualized Compensation multiplied by two (2), payable within sixty (60) days following the date of termination; (Ae) the Company shall continue to pay its premiums to provide all Benefits (as existed on the date notice of termination is provided) until the Internal Revenue Code earlier of 1986, as amended, (i) eighteen (18) months following the termination date (not including any period of notice of pay in lieu thereof); and the Proposed Regulations thereunder. (ii) For the purposes of this Agreementdate on which the Executive secures comparable coverage through alternate employment to the extent permitted by any third party insurer; provided that, a Change of Control means (i) if the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) Company cannot continue any particular benefit pursuant to the terms of the assets relevant plan or policy and after due inquiry with any third party insurer, then the Company’s obligations shall be limited to the minimum period required pursuant to applicable employment standards legislation, and that in no event shall the Benefits be provided for less than such period; (f) except as required by statute and then only for the minimum statutory notice period, any other benefits or perquisites will cease effective the date of GST or termination; and (g) long term incentive awards will be determined in accordance with the Corporations terms of the applicable Plan it being understood that the Executive is not entitled to any person damages or entity or group compensation in lieu of persons or entities acting continued participation in concert as a partnership or other group (a "Group the Plan following her last day of Persons") excluding the GST Companiesactive and actual employment.

Change of Control. (a) The provisions of Section 6.1 and 6.2 hereof to the contrary notwithstanding, if (i) If prior to Executive is terminated by the termination of this Agreement, there is Company without Cause or Executive resigns for CoC Good Reason (defined below) in either case during the period commencing on a Change of Control (as such term is defined hereinbelow) and thereafter any ending on the second anniversary of the Change of Control (such two-year period being the “Protection Period” hereunder), or (ii) Executive reasonably demonstrates that the Company’s termination of Executive’s employment (or event which, had it occurred following occura Change of Control, would have constituted CoC Good Reason) prior to a Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Change of Control (or otherwise in contemplation of a Change of Control) and a Change of Control actually occurs, (each a “Qualifying Termination”), then Executive shall be entitled to receive: (aA) Executive an amount in cash equal to the then-prevailing target amount of Executive’s Annual Bonus (“Target Bonus”) during the year of termination multiplied by a fraction, the numerator of which is placed the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365, (B) an amount in any position cash equal to the sum of lesser stature than that Executive’s annual Base Salary and annual Target Bonus, and (C) continuation of a senior executive officer medical benefits until the first anniversary of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in date of such termination upon the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status same terms as a senior executive officer; (b) exist for Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change termination date. Following any termination described in this Section 6.4, the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants and any restrictive covenants set forth in any plan, award and agreement applicable to Executive, at law or in equity). Subject to the Executive’s execution of Controlthe Release described in Section 10.1, then the Agreement amounts described in (A) and (B) shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, paid in a lump sum cash payment equal within ten (10) days after the date of termination. Such amounts or benefits shall not be subject to 2.99 times mitigation or offset, except that medical benefits may be offset by comparable benefits obtained by Executive in connection with subsequent employment. (b) Anything set forth in any equity plan, equity award or any other provision of this Agreement between the "base amount" Company and Executive to the contrary notwithstanding, all of Executive's compensation. For purposes ’s outstanding equity grants that were awarded at or prior to the time of the Change of Control shall fully vest upon the occurrence of a Qualifying Termination. (c) The compensation and benefits described in Section 6.4(a) and 6.4(b) shall be in lieu of compensation and benefits provided otherwise for a termination under Section 6.2 of this Agreement and any other plan or agreement of the Company, whether adopted before or after the date hereof, "base which provides severance payments or benefits. (d) If it is determined that any amount" shall have , right or benefit paid or payable (or otherwise provided or to be provided) to Executive by the Company or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning provided in of Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amendedamended from time to time (the “Code”), subject to the excise tax imposed by Section 4999 of the Code, as amended from time to time (the “Excise Tax”), then the amount of the Payments payable to the Executive under this Agreement shall be reduced (a “Reduction”) to the extent necessary so that no portion of such Payments payable to the Executive is subject to the Excise Tax. All determinations required to be made under this Section 6.4(d) and the Proposed Regulations thereunderassumptions to be utilized in arriving at such determination, shall be made by an independent, nationally recognized accounting firm mutually acceptable to the Company and the Executive (the “Auditor”); provided that in the event a Reduction is required, the Executive may determine which Payments shall be reduced in order to comply with the provisions of Section 6.4(d). The Auditor shall promptly provide detailed supporting calculations to both the Company and Executive following any determination that a Reduction is necessary. All fees and expenses of the Auditor shall be paid by the Company. All determinations made by the Auditor shall be binding upon the Company and the Executive. (iie) For the purposes of this Agreement, Section 6.4 (and distinguished from a “Qualified Change of Control means (i) Control” provided under certain other circumstances under the direct or indirect saleAgreement), lease, exchange or other transfer the term “Change of all or substantially all (50% or more) Control” shall be deemed to have occurred upon the first to occur of any event set forth in any one of the assets following paragraphs of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesthis Section 6.4(e):

Change of Control. In the event the Term of Employment is terminated by the Company without justifiable cause (ias defined herein), or Executive resigns with Good Reason (as defined herein), within one (1) If prior to the termination of this Agreement, there is year after a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) has occurred, Executive is placed shall receive in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member full satisfaction of any of the GST Board obligation relating to Executive’s employment or the Boards; (c) any breach termination thereof an amount equal to the sum of Paragraph 2 or Paragraphs 4 through 8two times the Executive’s Base Salary, inclusive, of this Agreement; or (d) any requirement of and two times the Corporations that the location at which Executive performs his principal duties Executive’s target Annual Incentive Bonus for the Corporations be outside a radius of 50 miles from the location at fiscal year in which Executive performed such duties immediately prior to the Change of ControlControl occurs. The Company shall pay the amount required under the preceding sentence in a single payment thirty (30) days after termination of the Term of Employment, subject to and conditioned upon the Executive’s execution of the release required pursuant to paragraph 7(k) hereof and such release becoming irrevocable. For the purposes of the foregoing, Change of Control shall have the meaning set forth in Exhibit B hereto. Any payments made pursuant to this paragraph (j) will be in lieu of payments to which Executive might have been entitled under paragraph 7(e) of this Agreement or under any other severance plan of the Company. The payments under this Agreement shall be reduced if and to the extent necessary to avoid any payments or benefits to Executive being treated as “excess parachute payments” within the meaning of Internal Revenue Code Section 280G(b)(i). (i) All determinations relating to whether any payments otherwise required pursuant to this paragraph 7(j) need to be reduced shall be made by Xxxxx Xxxxxxxx or, at the Executive’s option, any other nationally or regionally recognized firm of independent public accountants selected by the Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within twenty (20) business days of the date of termination or such earlier time as is requested by the Company and an opinion to the Executive that he has substantial authority not to report any excise tax on his Federal income tax return with respect to any payments to be made hereunder. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the payments shall be eliminated or reduced consistent with the requirements of this paragraph 7(j), provided that, if the Executive does not make such determination within ten business days of the receipt of the calculations made by the Accounting Firm, the Company shall elect which and how much of the payments shall be eliminated or reduced consistent with the requirements of this paragraph 7(j) and shall notify the Executive promptly of such election. Notwithstanding the foregoing, if and to the extent necessary to avoid a violation of Section 409A of the Code, no amounts payable under any “nonqualified deferred compensation plan” subject to Section 409A of the Code shall be reduced until after all other payments have been reduced. Within five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Agreement Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this paragraph 7(j) shall be borne by the Company. (ii) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that payments will have been made by the Company which should not have been made (“Overpayment”) or that additional payments which will not have been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan ab initio to the Executive which the Executive shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been terminated made and no amount shall be payable by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to the Company if and to the extent such effectdeemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, as liquidated damagesbased upon controlling precedent or other substantial authority, a lump sum cash payment equal determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to 2.99 times or for the "base amount" benefit of Executive's compensation. For purposes hereof, "base amount" shall have the meaning Executive together with interest at the applicable federal rate provided for in Section 280G (b) (2) (A7872(f)(2) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunderCode. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies

Change of Control. (i) If prior to the termination For purposes of this AgreementWarrant, there is a “Change of Control (as such term is defined herein) and thereafter Control” means a change in the ownership or control of the Company effected through any of the following occurtransactions: (aA) Executive is placed in any position of lesser stature a merger, consolidation or reorganization approved by the Company’s stockholders, unless securities representing more than that of a senior executive officer 50% of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any total combined voting power of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement voting securities of the Corporations that successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the location at which Executive performs his principal duties for same proportion, by the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties persons who beneficially owned Company’s outstanding voting securities immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G transaction; (bB) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect any stockholder-approved sale, lease, exchange transfer or other transfer disposition of all or substantially all (50% or more) of the assets of GST Company’s assets; or (C) the Corporations to acquisition, directly or indirectly, by any person or entity or related group of persons (other than the Company or entities acting a person that directly or indirectly controls, is controlled by or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than 50% of the total combined voting power of Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders. If a Change of Control shall be proposed or be effected in concert as such a partnership way that holders of Warrant Stock shall be entitled to receive shares, securities, cash or other group property with respect to or in exchange for Warrant Stock, then, the Company shall use all reasonable commercial efforts to procure that upon the consummation of such Change of Control, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exercise of this Warrant (or at the option of the Holder, shall have the right to receive a "Group new and equivalent Warrant for) such shares, securities, cash or other property issuable or payable as part of Persons") excluding such Change of Control with respect to or in exchange for such number of outstanding shares of Warrant Stock as would have been received upon exercise of this Warrant at the GST CompaniesExercise Price then in effect. If after the exercise of such efforts the Company is unable to procure the foregoing, then the Company shall purchase this Warrant for cash for its fair market value as determined using the Black-Scholes valuation methodology. Payment for this Warrant shall be made by the Company contemporaneously with the closing of such Change of Control.

Change of Control. (iExcept under those circumstances described under Sections 8.3(b) If prior through 8.3(g), if, after the Effective Date, a person or entity acquires AT&T or Vonage and the acquired Party continues to exist as a separate legal entity, this Agreement shall remain in effect and the acquired Party shall continue to retain the benefits and obligations of the licenses, covenants and releases set forth herein, as the case may be, but only to the termination of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any extent the assets of the following occur: (a) Executive is placed in any position acquired Party are being used for no more than the number of lesser stature than that of a senior executive officer end user customers of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties acquired Party existing immediately prior to the Change of Controlacquisition date, then adjusted annually thereafter at a per annum rate equivalent to the Agreement shall be deemed rolling 12 month average per annum growth rate existing immediately prior to have been terminated by the Corporations otherwise acquisition date, but in no event less than by reason of Cause and 0% growth rate. Except under those circumstances described under Sections 8.3(b) through 8.3(g), if, after the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damagesEffective Date, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity acquires AT&T or group of persons or entities acting in concert Vonage and the acquired Party does not continue to exist as a partnership separate legal entity, or a person or entity acquires the business activities of a Party covered under the licenses, covenants and releases set forth herein, this Agreement shall continue in full force and effect and the acquirer shall succeed to the rights and obligations of the acquired Party or the Party previously owning the covered business, as the case may be, but only to the extent the acquired assets are being used for no more than the number of end user customers of the acquired Party or business, respectively, existing immediately prior to the acquisition date, adjusted annually thereafter at a per annum rate equivalent to the rolling 12 month average per annum growth rate immediately prior to the acquisition date, but in no event less than 0% growth rate. The foregoing change of control provisions are conditioned upon the Party involved in the acquisition notifying the other group Party in writing of such an acquisition event within sixty (60) days of it occurring and ensuring that the acquirer negotiates with the other Party in good faith within a "Group period of Persons"twelve (12) excluding months following the GST Companiesacquisition in order to provide payment for and receive any licenses, covenants or releases under the patents owned and licensed by the other Party hereunder for those end user customers in excess of the number of end user customers not otherwise covered by a license pursuant to this Agreement.

Change of Control. (i) If prior to In the termination event of this Agreement, there is a Change of Control (as such term is defined herein) of RIBOZYME, unless ----------------- provisions have been made, to the Investor's sole satisfaction to protect ATUGEN's and thereafter the Investor's interest in the Escrow Technology, then ATUGEN shall receive and have access to the Escrow Technology and shall have a co-exclusive license in the Field to all Patents incorporated therein, if any one of the following occur: (a) Executive is placed in any position of lesser stature criteria are met: 8.8.1 More than that of a senior executive officer [*] of the CorporationsAcquirer's annual revenues (according to the latest reported figures) are from its TVD activities; is assigned duties inconsistent with a senior executive officer or duties whichor 8.8.2 The Acquirer's actions, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to following the Change of ControlControl of RIBOZYME, then have caused RIBOZYME activities under this Section 8 to be significantly reduced, as determined by one or more of the following parameters: (1) [*] (2) [*] 8.8.3 The Acquirer terminates the Service Agreement shall be deemed of November 23, 1998 between RIBOZYME and ATUGEN and/or this License Agreement. 8.8.4 ATUGEN unilaterally terminates the Service Agreement of November 23, 1998 between RIBOZYME and ATUGENand/or its obligation to have been terminated by purchase Nucleic Acid Molecule and Delivery Reagents under this License Agreement. 8.8.5 If such a transfer of the Corporations otherwise than by reason of Cause and Escrow Technology to ATUGEN occurs, ATUGEN agrees to pay to RIBOZYME or its successor according to the Corporations following: (1) ATUGEN shall pay to Executive within five days after notice from Executive RIBOZYME a one-time fee equal [*] RIBOZYME's Supply Profit during the prior twelve months if the Service Agreement was terminated by ATUGEN pursuant to such effect, as liquidated damages, section 8.8.1 above or the Acquirer's actions described in section 8.8.2 caused a lump sum cash payment equal to 2.99 times failure of performance by RIBOZYME under the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) Service Agreement. (2) (A) of ATUGEN shall pay to RIBOZYME an amount equal to [*] RIBOZYME's Supply Profit on an annual basis if the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunderService Agreement was terminated by ATUGEN under 8.8.4 above. (ii3) For ATUGEN shall not owe any payment to RIBOZYME if the purposes of this Agreement, a Change of Control means (i) Acquirer terminates the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting Service Agreement as described in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesSection 8.8.3.

Change of Control. (i) If prior to the termination of this Agreement, there is Upon a Change of Control (as hereinafter defined), any Options that shall not yet be exercisable under the terms of Section 3(a) shall immediately and without action by any party become exercisable (x) where the purchaser or its ultimate direct or indirect parent company is as of the effective date of the Change of Control a privately-held entity without a class of equity securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (y) where, if the Change of Control involves the sale of substantially all of the Company’s assets or this Agreement is not assumed by the acquirer or surviving party to such Change of Control transaction as of the effective date of such Change of Control pursuant to Section 3(b)(ii) below. Upon either such (x) or (y) occurrence, the Options granted hereunder, to the extent not then exercised, shall be cancelled and the Company shall deliver to the Executive the excess, if any, of the then-determined Fair Market Value (as such term is defined hereinin the Plan) and thereafter any of one Common Share over the exercise price of the following occur: Option, multiplied by the number of Common Shares underlying such unexercised Options. (aii) Executive is placed in any position Upon a Change of lesser stature than that of a senior executive officer Control where Section 3(b)(i) shall not apply and where the Options granted hereunder are exchanged or converted to options to acquire stock of the Corporations; is assigned duties inconsistent with purchaser or its ultimate direct or indirect parent company who has a senior executive officer or duties which, if performed, would result class of equity securities registered under the Exchange Act in a significant change in manner that satisfies the nature or scope requirements of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements Sections 424 and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) 409A of the Internal Revenue Code of 1986, as amended, as of such effective date, which new options are subject to substantially the same terms and provisions as the Options granted hereunder including without limitation substantially the same vesting and exercise provisions and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) equivalent economic value as of the assets date of GST or such exchange, such new options shall thereafter vest and become exercisable pursuant to the Corporations to any person or entity or group terms of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiessuch new options.

Change of Control. (ia) If prior to the termination of this Agreement, there is Upon a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such term is defined hereinnotice if at any time, within twenty-four (24) and thereafter any of months following the following occur: (a) Executive is placed in any position of lesser stature than that date of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, any event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the Agreement event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to have been terminated by the Corporations otherwise than by reason vesting schedules in effect at the time of Cause and the Corporations shall pay to Executive within five days after notice from Executive to execution of such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunderdefinitive agreement. (iic) For the purposes of this Agreement, a the term "Change of Control means (i) Control" shall mean the direct or indirect sale, lease, exchange or other transfer happening of all or substantially all (50% or more) any of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesfollowing:

Change of Control. Upon the occurrence of a Series A Change of Control that occurs after the Series A Original Issue Date, each Series A Preferred Unitholder, with respect to all but not less than all of its Series A Preferred Units, by notice given to the Partnership within ten (10) Business Days of the date the Partnership provides written notice pursuant to Section 5.12(l)(v), shall be entitled to elect one of the following from sub-clauses (i) If prior through (iv) (or with respect to any subsequent notice exercising any deferred Partnership’s decision of its right to redeem any Series A Preferred Units following the termination execution of this Agreement, there is a Change of Control (as definitive agreements that provide for such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Series A Change of Control, then solely change its original election, if different, to elect sub-clause (i)) (the Agreement “Series A Change of Control Conversion Right”) (with the understanding that any Series A Preferred Unitholder who fails to timely provide notice of its election to the Partnership shall be deemed to have been terminated by elected the Corporations otherwise option set forth in sub-clause (i) below):‌ (i) convert all, but not less than by reason all, of Cause and its Series A Preferred Units into Common Units, effective immediately prior to the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) closing of the Internal Revenue Code Series A Change of 1986Control, as amendedat the then- applicable Series A Change of Control Conversion Ratio (such number of Common Units, and the Proposed Regulations thereunder.“Series A Change of Control Conversion Consideration”); (ii) For the purposes of this Agreement, other than with respect to a Series A Change of Control means that results in the dissolution or liquidation of the Partnership, require the Partnership (or the surviving entity, if not the Partnership) to redeem all of the Series A Preferred Units held by such Series A Preferred Unitholder for an amount in cash, per Series A Preferred Unit, equal to the applicable Series A Redemption Price. If any Series A Preferred Unitholder elects this sub-clause (ii) with respect to the Series A Preferred Units held by such Series A Preferred Unitholder, then no later than 10 Business Days following the consummation of such Series A Change of Control, the Paying Agent shall remit the applicable cash consideration to such Series A Preferred Unitholder. Any such Series A Preferred Unitholder electing this sub-clause (ii) shall deliver to the Transfer Agent any (iii) if the Partnership is the surviving entity following such Series A Change of Control, and the Common Units continue to be listed for, or admitted to, trading on a National Securities Exchange, continue to hold its Series A Preferred Units; and (iv) if the Partnership is not the surviving entity of such Series A Change of Control or the Partnership is the surviving entity but its Common Units will cease to be listed or admitted to trading on a National Securities Exchange (such surviving entity, or the parent of such surviving entity immediately following the Series A Change of Control, the “Successor Entity”), upon request of a Series A Preferred Unitholder require the Partnership to use its commercially reasonable efforts to deliver or to cause to be delivered to the Series A Preferred Unitholder, in exchange for its Series A Preferred Units upon consummation of such Series A Change of Control, a security in the Successor Entity that has substantially similar rights, preferences and privileges as the Series A Preferred Units, including, for the avoidance of doubt, the right to distributions equal in amount and timing to those provided in Section 5.12(d) and a conversion rate proportionately adjusted such that the conversion of such security in the Successor Entity immediately following the Series A Change of Control would entitle the Series A Preferred Unitholder to the number of common securities of such Successor Entity (together with a number of common securities of equivalent value to any other assets received by Common Unitholders in such Series A Change of Control), which, if a Series A Preferred Unit had been converted into Common Units immediately prior to such Series A Change of Control, such Series A Preferred Unitholder would have been entitled to receive immediately following such Series A Change of Control (such securities in the surviving entity, a “Series A Substantially Equivalent Unit”); provided, however, that, if the Partnership is unable to deliver or cause to be delivered Series A Substantially Equivalent Units to any Series A Preferred Unitholder in connection with such Series A Change of Control, each Series A Preferred Unitholder shall be entitled to require conversion or redemption of its Series A Preferred Units in the manner contemplated in sub-clause (i) or (ii) above. (v) In connection with a Series A Change of Control or the direct execution of definitive agreements that provide for a Series A Change of Control, the Partnership will promptly provide written notice to the Series A Preferred Unitholders that describes the Series A Change of Control and state: (A) the events constituting the Series A Change of Control; (B) the prior or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) anticipated date of the assets Series A Change of GST or Control; (C) the Corporations to any person or entity or group Series A Change of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesControl Conversion Date;‌

Change of Control. (ia) If prior to the termination Notwithstanding any other provision of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance event that Purchaser's relationship with the performance requirements and working conditions in effect on Company, its successor (or any parent or subsidiary of either), whether as an employee or consultant, is terminated without "Cause" or if Purchaser resigns for "Good Reason" within thirteen (13) months after the effective date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement Repurchase Option shall lapse and terminate and the Stock shall be deemed to have been terminated by fully vested. (b) In the Corporations otherwise than by reason event that lapse and termination of Cause and the Corporations shall pay to Executive Repurchase Option constitutes a "parachute payment" within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in of Section 280G (b) (2) (Aas it may be amended or replaced) of the Internal Revenue Code of 1986, as amended, amended or replaced (the "Code") and the Proposed Regulations thereunder. (ii) For but for this paragraph (b), would be subject to the purposes excise tax imposed by Section 4999 (as it may be amended or replaced) of this Agreementthe Code (the "Excise Tax"), a Change of Control means then Purchaser's benefits hereunder shall be either (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such benefits being subject to the direct or indirect saleExcise Tax, leasewhichever of the foregoing amounts, exchange or other transfer taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Purchaser on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or substantially all some portion of such benefits may be taxable under the Excise Tax. Unless the Company and Purchaser otherwise agree in writing, any determination required under this paragraph (50% or moreb) shall be made in writing in good faith by the Company's independent public accountants (The "Accountants"). In the event of a reduction in benefits hereunder, Purchaser shall be given the choice of which benefits to reduce. For purposes of making the calculations required by this paragraph (b), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the assets of GST or Code. The Company and Purchaser shall furnish to the Corporations Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph (b). The Purchaser shall bear all costs the Accountants may reasonably incur in connection with any person or entity or group of persons or entities acting in concert as a partnership or other group calculations contemplated by this paragraph (a "Group of Persons") excluding the GST Companiesb).

Change of Control. In the event of (i1) If prior to the termination of this Agreement, there is a Change of Control (as such term is defined hereinbelow) of The PBSJ Corporation or of Post, Xxxxxxx, Xxxxx & Xxxxxxxx, Inc. ("PBSJ Inc.) and thereafter any (2) the termination of the following occur: Employee's employment by the Corporation or any successor thereto for any reason other than for Cause (aas defined below), or the voluntary termination by the Employee of his employment hereunder for Good Reason (as defined below) Executive is placed at any time at least six months after the effective date of the Change in any position Control, all of lesser stature than that the terms and conditions of the Agreement, as amended, shall remain in full force and effect, and shall be binding upon the Corporation. In the event of a senior executive officer of termination for Cause under this paragraph, the Corporations; is assigned duties inconsistent with a senior executive officer Corporation shall have no further obligation under this Agreement to make any payments to, or duties whichbestow any benefits on, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on Employee from and after the date hereof; is assigned performance requirements of said termination, other than payments or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties benefits accrued for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately him prior to the date of said termination. For purposes of this paragraph, a "Change of in Control, then the Agreement " shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to taken place if: (a) any person (as such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided term is used in Section 280G (b13(d) (2) (Aand 14(d) of the Internal Revenue Code Securities Exchange Act of 19861934, as amended, but excluding the Corporation, any of its subsidiaries, The PBSJ Corporation Profit Sharing Trust and The PBSJ Corporation Employee Stock Ownership Plan and Trust), should acquire direct or indirect ownership of 80% or more of the Proposed Regulations thereunder.voting power of the then outstanding securities of The PBSJ Corporation or PBSJ Inc. by any means whatsoever; or (iib) For the purposes shareholders of this Agreement, a Change The PBSJ Corporation or PBSJ Inc. should approve any one of Control means the following transactions: (i) the direct or indirect sale, lease, exchange or other transfer (in one transaction or a series of all related transactions or a series of related transactions) of all, or substantially all (50% or more) of all, the assets of GST The PBSJ Corporation or PBSJ Inc.; or (ii) any consolidation or merger of The PBSJ Corporation or PBSJ Inc., as the Corporations case may be, is not the surviving corporation, other than a merger of The PBSJ Corporation or PBSJ Inc. in which the holders of the common stock of The PBSJ Corporation or PBSJ Inc. immediately prior to the merger have the same proportionate ownership of the surviving corporation immediately after the merger. For purposes of this paragraph, Cause shall mean (1) fraud or misappropriation of corporate funds; or (2) conviction of a felony involving moral turpitude and such conviction is no longer subject to direct appeal. For purposes of this paragraph, "Good Reason" shall be deemed to exist under any person of the following circumstances: (a) the employee has been assigned any duties inconsistent with his position, duties, responsibilities and status with the Corporation immediately prior to the effective date of the Change in Control (the "Effective Date"), or entity has been assigned reporting responsibilities, titles or group offices of persons a lesser scope than those in effect immediately prior to the Effective Date, or entities acting he has been removed from, or not re-elected to, any of such positions, except in concert connection with the termination of his employment for Cause; (b) the Corporation has reduced the Employee's base salary as a partnership in effect immediately prior to the Effective Date or has failed to give him annual salary increases consistent with performance review ratings as compared with other group employees of the same or similar rank; (a "Group c) the Corporation has required the Employee to be based at any office or location other than that at which the Employee is based at the Effective Date, except for travel reasonably required in the performance of Persons"the Employee's responsibilities; (d) excluding the GST CompaniesCorporation has failed to comply with any provision of this Agreement.

Change of Control. (iA) If Except as otherwise provided in this Section 3(a)(iv)(A) or in Section 3(a)(iv)(B) below, following a Change of Control, the unvested Restricted Shares outstanding as of such Change of Control shall no longer be subject to the performance requirements (if any) but shall remain outstanding and subject to service requirements through the Vesting Date; provided that, (x) if such Change of Control occurs prior to the termination Determination Date, the Restricted Shares outstanding shall be deemed to be equal to the Target Shares and all Restricted Shares other than the Target Shares shall be forfeited immediately upon such Change in Control and (y) if such Change of this AgreementControl occurs on or after the Determination Date, there is the Restricted Shares outstanding shall be determined after application of the Performance Factor; provided further that in the event that your employment terminates on or after a Change of Control (as such term is defined herein) and thereafter but before the Vesting Date under any of the circumstances described in Section 3(a)(ii) above, (I) if such date of termination is also within 18 months following occur: such Change of Control, your date of termination of employment shall be deemed to be the Vesting Date, and all Restricted Shares then outstanding shall immediately vest and (aII) Executive if such date of termination is placed in any position after the date that is 18 months following such Change of lesser stature than that Control, then upon your date of termination, a senior executive officer portion of the Corporations; is assigned duties inconsistent with a senior executive officer or duties whichyour then outstanding Restricted Shares shall immediately vest, if performed, would result determined in a significant change manner consistent with the pro-ration provided in Section 3(a)(ii). Furthermore, in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis event that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of your employment terminates under any of the GST Board or circumstances described in Section 3(a)(ii) above before the Boards; Determination Date and before a Change of Control, upon a Change of Control that occurs prior to the Determination Date, the date of such Change of Control shall be deemed to be the Determination Date for purposes of your Remaining Restricted Shares and the Performance Factor will be deemed to be 100%. (cB) any breach Notwithstanding the foregoing, in the event of Paragraph 2 or Paragraphs 4 through 8a Change of Control before the Vesting Date, inclusive, unless (I) the unvested but outstanding Restricted Shares remain outstanding following such Change of this Agreement; or Control in accordance with Section 3(a)(iv)(A) above and (dII) any requirement the material terms and conditions of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties Restricted Shares as in effect immediately prior to the Change of ControlControl are preserved following the Change of Control (including with respect to the vesting schedules), then the Agreement date of the Change of Control shall be deemed to have been terminated by be the Corporations otherwise than by reason Vesting Date for purposes of Cause and (x) the Corporations shall pay Target Shares, if such Change a Control occurs prior to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amendedDetermination Date, and all Restricted Shares other than the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Target Shares shall be forfeited immediately upon such Change of Control means and (iy) the direct or indirect salethen outstanding Restricted Shares (which, leasefor the avoidance of doubt, exchange or other transfer of all or substantially all (50% or more) shall be determined after application of the assets of GST Performance Factor), if such Change in Control occurs on or after the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesDetermination Date.

Change of Control. (i) If prior to the termination of this Agreement, there Executive's employment is terminated within one year after a Change of Control (as such term is defined herein) and thereafter any of below), either by the following occur: (a) Company without Cause or by Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties whichfor Good Reason, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive paid, within five 10 days after notice from Executive to such effect, as liquidated damagestermination, a lump sum cash payment sum, in cash, equal to 2.99 (i) 24 months' base salary as then in effect, plus (ii) two times the "base amount" average of Executive's compensationthe bonuses, if any, earned by Executive in the three Fiscal Years preceding the date of termination. For purposes hereofIn addition, "base amount" Executive shall have be entitled to any amounts to which Executive may be entitled pursuant to the meaning plans, policies and practices of, or benefits provided by, the Company as then in effect. Except as provided in this Section 16(e), upon a termination of employment pursuant to this paragraph, all other benefits under this Agreement (except life insurance under Section 8(b), medical insurance under Section 9(b), indemnification under Section 19 and reimbursement of legal fees and expenses under Section 26(g)) shall lapse, expire and be forfeited. Anything to the contrary herein notwithstanding, if any payments pursuant to this Section 16(e), when added to any other amounts paid or payable under this Agreement, any other agreement between Executive and the Company (including pursuant to any stock or stock option agreements) or any other plan, practice, policy, program or arrangement of the Company, would be a "parachute payment" as defined in section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amendedamended (the "Code"), all such payments and/or benefits shall be limited to the largest portion of such payments and benefits as can cumulatively be paid without the total of such payments being deemed a "parachute payment," provided, however, the Company shall obtain shareholder approval of this Agreement and the Proposed Regulations thereunder. (ii) For new option grant on or before the purposes closing date of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer Transaction and thereafter use its best efforts to obtain shareholder approval of all or substantially all (50% or more) payments that would be deemed "parachute payments" in each case in accordance with the shareholder approval requirements of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesCode Section 280(G)(b)

Change of Control. (i) If prior Notwithstanding the foregoing provisions of this paragraph 6, if a Change of Control occurs during the Period (or within six months after the expiration of the Period while Executive is employed by the Company) and either (x) the Company terminates Executive's employment with the Company within one year after the Change of Control other than for "Good Cause" (as hereinafter defined) or in connection with his death or Permanent Disability; or (y) Executive resigns within one year after the Change of Control for "Good Reason" (as hereinafter defined), then Executive shall not be entitled to receive any further compensation under paragraph 4 hereof, but Executive shall be entitled to receive the following: (1) Base Salary accrued as of the termination date. (2) An amount equal to two years' Base Salary (at the then current Base Salary rate), payable over one year in equal monthly installments on the Company's regularly scheduled payroll dates commencing on the first pay period to occur following the last payment under clause (1). Notwithstanding the foregoing, (x) in the event the Change of Control is as described in clause (C) of the definition thereof, then the amounts payable under this Agreement, there is clause (2) shall be paid in their entirety upon occurrence of the underlying event that the stockholders voted in favor of; and (y) in the event Executive shall have resigned for Good Reason within seven days after the occurrence of a Change of Control (as such term is defined herein) and thereafter any or in the case of changes of control based upon a stockholder vote, the occurrence of the following occur: underlying event that the stockholders voted in favor of), then the amounts payable under this clause (a2) Executive is placed shall be paid in any position of lesser stature than that of a senior executive officer their entirety upon occurrence of the Corporations; is assigned duties inconsistent with Change of Control or the underlying event as the case may be. (3) The health care and life insurance benefits coverage provided to Executive at his date of termination shall be continued for a senior executive officer or duties which, if performed, would result in a significant change two year period at the same level and in the nature or scope of powers, authority, functions or duties inherent same manner as if his employment had not terminated (subject to the customary changes in such position coverages if Executive reaches age 65 or similar events), beginning on the date hereofof such termination; is assigned performance requirements or working conditions which are and any additional coverages Executive had at variance with the performance requirements and working conditions in effect termination, including dependent coverage, will also be continued for such period on the date hereof; or same terms based on the same proportionate share of total cost of each such coverage as is accorded treatment on a general basis that is being paid by Executive at the time of such termination. Notwithstanding the foregoing, (x) in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to event the Change of ControlControl is as described in clause (C) of the definition thereof, then the Agreement benefits due under this clause (3) shall be deemed fully funded upon occurrence of the underlying event that the stockholders voted in favor of; and (y) in the event Executive shall have resigned for Good Reason within seven days after the occurrence of a Change of Control (or in the case of changes of control based upon a stockholder vote, the occurrence of the underlying event that the stockholders voted in favor of), then the benefits due under this clause (3) shall be fully funded upon occurrence of the Change of Control or the underlying event as the case may be. (4) Except as provided below, any bonus payable under an incentive compensation or other Plan for the fiscal year in which the termination is effective, pro rated based on the number of days from the first day of such fiscal year to have been terminated by and including the Corporations otherwise than by reason date of Cause termination. Any pro rated bonus payable hereunder shall be paid on the applicable date provided for in the Plan. In the event Executive resigns during the first year following a Change of Control for Good Reason as defined in clause (A) or (B) of the definition thereof, then the amount of bonus to be paid under any incentive compensation Plan then in effect shall be double the maximum amount to which Executive would be entitled to thereunder for that year, regardless of whether the Company achieves the required results required to earn the maximum payments thereunder, and the Corporations bonus amount shall be payable within seven days of the termination of employment. (5) Vested benefits under any other Plan as of the termination date in accordance with the terms thereof. (ii) If, following such a termination or resignation, Executive breaches the provisions of paragraph 7 hereof, Executive shall not be eligible, as of the date of such breach, for the payment of any further benefits under clauses (2) and (3) of subparagraph 6(e)(i) above, and all obligations and agreements of the Company to pay such benefits shall thereupon cease. (iii) In addition to the amounts provided for in subparagraph 6(e)(i) above, the Company shall pay to Executive within five days after notice from the amount, if any, which when added to the other amounts payable to Executive to such effectunder this subparagraph 6(e), will place Executive in the same after-tax position as liquidated damages, a lump sum cash payment equal to 2.99 times if the "base amount" excise tax penalty of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) 4999 of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes or any successor statute of this Agreementsimilar import, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) did not apply to any of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesamounts payable under this paragraph 6(e), including this subparagraph 6(e)

Change of Control. Notwithstanding the foregoing, in the event of a Change of Control: (i) If prior to the termination of this Agreementpurchaser, there is a successor or surviving entity (or parent thereof) in the Change of Control (as such term is defined hereinthe “Survivor”) agrees to assume the PUs or replace the PUs with the same type of award with similar terms and thereafter any of conditions, then the following occur: will apply: (aA) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to If the Change of ControlControl occurs during the first calendar year of the Performance Period, then the Agreement Performance Goal shall be deemed to have been terminated satisfied at the target level, regardless of actual performance prior to or after such Change of Control, such that only the Target PUs remain available for vesting under this Award. If the Change of Control occurs after the end of the first calendar year of the Performance Period (including after the end of the Performance Period), then the Actual Achieved PUs will remain available for vesting under this Award. (B) Each PU determined under clause (A) above that is assumed by the Corporations otherwise than by reason Survivor shall be appropriately adjusted, immediately after such Change of Cause Control, to apply to the number and class of securities which would have been issuable to the Corporations shall pay to Executive within five days after notice from Executive Participant upon the consummation of such Change of Control had the PUs been actual shares immediately prior to such effectChange of Control. (C) Upon termination of the Participant’s Employment following such Change in Control (1) by the Company and its Affiliates without Cause, as liquidated damagesor due to death or Disability, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) or (2) if the Participant is then or was at the time of a Change of Control a Section 16 Participant, by such Section 16 Participant for Good Reason, in each case within two years after a Change of Control, any unvested portion of this Award (Aor the replacement award) shall immediately become vested in full. Upon termination of the Internal Revenue Code Participant’s Employment following such a Change in Control due to Retirement, the provisions of 1986, as amended, and the Proposed Regulations thereunderSection 4(c) shall apply. (ii) For To the purposes extent the Survivor does not assume the PUs or issue replacement awards as provided in clause (i), then, immediately prior to the date of this Agreement, a the Change of Control means Control, the Target PUs or Actual Achieved PUs, as applicable (idetermined in the manner set forth in clause (i)(A) the direct or indirect saleabove), lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesshall become immediately and fully vested.

Change of Control. (i) If prior to Notwithstanding the termination aforementioned terms and provisions of this Agreement, there is the Employee’s benefits under this Agreement shall be nonforfeitable in the even of a Change of in Control (as such term is defined hereinhereinafter defined) and thereafter any of the following occur: Company. For this purpose: (ai) Executive is placed in any position of lesser stature than that of a senior executive officer if the employment of the Corporations; is assigned duties inconsistent with Employee shall terminate for any reason subsequent to a senior executive officer or duties whichChange in Control (as hereinafter defined) of the Company prior to attaining his fifty-fifth (55th) birthday, the Employee shall be entitled to monthly payments as calculated under Article II of this Agreement as if performed, would result in a significant change in said Employee had died while still employed by the nature or scope of powers, authority, functions or duties inherent in such position Company on the date hereofof said Employee’s termination; is assigned performance requirements and (ii) if the employment of the Employee shall terminate for any reason subsequent to a Change in Control (as hereinafter defined) of the Company on or working conditions which are at variance with after attaining his fifty-fifth (55th) birthday, the performance requirements and working conditions in effect Employee shall be entitled to monthly payments as calculated under Article IV of this Agreement as if said employee had retired while still an employee of the Company on the date hereofof said Employee’s termination; or is accorded treatment on and (iii) in the event the Employee shall die subsequent to a general basis that is Change in derogation of his status Control (as a senior executive officer; (bhereinafter defined) Executive ceases to serve as a member of any of the GST Board or Company while still employed by the Boards; Company prior to attaining his fifty-fifth (c55th) any breach birthday, such beneficiaries as the Employee shall have selected under the provisions of Paragraph 2 or Paragraphs 4 through 8, inclusive, Article VI of this Agreement shall be entitled to the monthly payments as calculated under Article II of this Agreement; or and (div) any requirement in the event the Employee shall die subsequent to a Change in Control (as hereinafter defined) of the Corporations that Company while still employed by the location at which Executive performs Company on or after attaining his principal duties for fifty-fifth (55th) birthday, such beneficiaries as the Corporations be outside a radius Employee shall have selected under the provisions of 50 miles from the location at which Executive performed such duties immediately prior to the Change Article VI of Control, then the this Agreement shall be deemed entitled to have been terminated by the Corporations otherwise than by reason monthly payments as calculated under Article IV of Cause and this Agreement; and (v) in the Corporations event the Employee shall pay to Executive within five days after notice from Executive die while receiving any payments as described in this Article XXI, any amounts remaining unpaid shall be paid to such effect, beneficiaries as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" Employee shall have designated under the meaning provided in Section 280G (b) (2) (A) provisions of the Internal Revenue Code Article VI of 1986, as amended, and the Proposed Regulations thereunder. (ii) this Agreement. For the purposes of this Agreement, a Change in Control of Control means the Company shall be deemed to have occurred if: (i) there shall be consummated any consolidation or merger of the direct Company in which the Company is not the continuing or indirect surviving corporation or pursuant to which shares of the Common Stock of the Company would be converted into cash, other securities or other property, or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, except for any consolidation or merger or sale, lease, exchange or other transfer of all assets in which: (a) the stockholders of the Company immediately prior to the consolidation, merger or substantially all transfer have the same proportionate ownership in the stock entitled to vote generally for the election of directors of the consolidated, surviving or transferee corporation immediately after the transaction; or (50b) the transaction is entirely among the Company and any subsidiary; (ii) the stockholders of the Company approve any plans or proposals for the liquidation or dissolution of the Company; (iii) there is a change in the Board of Directors of the Company as a result of an election contest following a solicitation of proxies subject to Rule 14a-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or (iv) any Person (as hereinafter defined), shall become directly or indirectly, the Owner or Beneficial Owner (as hereinafter defined) of 20% or moremore of the stock entitled to vote generally for the election of directors of the Company, or any successor of the Company pursuant to a transaction described in (i) above. For the purposes of determining proportionate or percentage ownership of any stock referred to in the foregoing definition, all options, warrants and other rights to purchase or otherwise acquire any such stock shall be treated as if such options, warrants and other rights had been fully exercised and such stock issued to the holders of such rights immediately prior to the time at which such proportionate or percentage ownership is determined. For purposes of the foregoing definition, “Person” means any person, as such term is used in Section 13(d) and 14(d)(2) of the assets Exchange Act and “Owner or Beneficial Owner” means any owner or beneficial owner within the meaning of GST or Rule 13d-3 under the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesExchange Act.

Change of Control. 20.1 In the event the Executive’s employment by the Company terminates within the first twelve (i12) If months following a “Change of Control” in circumstances that entitle the Executive to payment of Severance Pay pursuant to clause 18.3 or clause 18.4 above, and provided the Executive satisfies the release provisions set forth in the applicable clause (including, but not limited to the execution of a Compromise Agreement in a form acceptable to the Company), the amount of the applicable Severance Payment due to the Executive under clause 18.3 or clause 18.4 (as the case may be) shall be increased to (and substituted for) an amount equivalent to eighteen (18) months of base salary under this Agreement (as in effect immediately prior to the termination of this Agreement, there is his Termination Date) LESS all Notice Payments. 20.2 If a Change of Control occurs while the Executive is still employed by the Company (as such term is defined herein) and thereafter or any of its Affiliates), the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer all of the Corporations; is assigned duties inconsistent with a senior executive officer Executive’s then outstanding and otherwise unvested stock options and other equity-based awards granted by Holding, the Company or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties Associated Company shall become fully vested immediately prior to the Change of Control, then except as expressly provided otherwise in the Agreement agreement governing such stock option or other equity based awards or this Agreement. 20.3 In this Agreement, the term “Change of Control” shall be deemed to have been terminated mean the acquisition by any individual, corporation, partnership or other entity (each, a “Person”) after the Corporations otherwise Effective Date of legal or beneficial ownership of more than fifty percent (50%) of the equity or voting power of Holding or RP Corp; provided however, the following acquisitions of equity or voting power of Holding or RP Corp shall not constitute a Change of Control (regardless of the resulting changes in percentage ownership of the Parent or the Company by any of its shareholders by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effectacquisition); any acquisition by (a) Holding or RP Corp, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) any acquisition by any employee benefit plan (2or related trust) sponsored or maintained by Holding, RP Corp or any affiliate or a successor thereof, or (Ac) any acquisition by a Person who is the legal or beneficial owner of at least percent (5%) of the Internal Revenue Code equity or voting power of 1986the Parent or the Company (or any affiliate of such Person) as of immediately prior to the date of such acquisition. As used in this clause 20, as amended“affiliate” means with respect to any Person, and the Proposed Regulations thereunder. (ii) any other Person which, direct or indirectly, is controlled by, controls, or is under common control with, such Person. For the purposes of this Agreementthe preceding sentence, a Change the word “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of Control means (i) the power to direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) cause the direction of the assets management and policies of GST the entity, whether through the ownership of voting securities or the Corporations to any person partnership interests or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesby contract.”

Change of Control. (i) If prior to the termination of this Agreement, there Executive's employment is terminated coincident with or within one year after a Change of Control (as such term is defined herein) and thereafter any of below), either by the following occur: (a) company or by Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties whichfor Good Reason, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive paid, within five 10 days after notice from Executive to such effect, as liquidated damagestermination, a lump sum cash payment sum, in cash, equal to 2.99 (i) 24 months' base salary as then in effect, plus (ii) two times any bonus earned by Executive in the Fiscal Year preceding the date of termination. In addition, Executive shall be entitled to any amounts to which Executive may be entitled pursuant to the plans, policies and practices of the Company then in effect. Anything to the contrary herein notwithstanding, if any payment pursuant to this Section 16(e) would be a "base amountparachute payment" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided as defined in Section section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, such payment shall be limited to the largest portion of such payment as can be paid without being deemed a "parachute payment." Except as provided in this paragraph 16(e), upon a termination of employment pursuant to this paragraph, all other benefits under this Agreement (except indemnification under Section 19) shall lapse, expire and the Proposed Regulations thereunder. (ii) be forfeited. For the purposes of this AgreementSection l6 (e), a "Change in Control" shall be deemed to have occurred if (1) any Person (as such term is used in Section 13 (d)of the Securities Exchange Act of Control means 1934, as amended (ithe "Exchange Act")) becomes the direct "beneficial owner" (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirect saleindirectly, lease, exchange or other transfer of all or substantially all securities of the Company representing fifty percent (50% %) or more) more of the assets combined voting power of GST the Company's then outstanding securities; or (2) during any period of two consecutive years, individuals who at the Corporations to any person or entity or group beginning of persons or entities acting in concert as a partnership or other group such period constitute the members of the Company's Board of Directors (a the "Group of PersonsBoard") excluding and any new director, whose election to the GST Companiesboard or nomination for election to the Board by the Company's stockholders was approved by a vote of a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute

Change of Control. (i) If prior to the termination of this Agreement, there is a Change of Control occurs after the Grant Date but before the Scheduled Vesting Date and while you continue to be employed, then the following will apply: (as such term is defined herein1) and thereafter any If the Change of Control occurs on or after the last day of the following occur: (a) Executive is placed in any position Performance Period, the number of lesser stature than that of a senior executive officer Units determined to have been earned as of the Corporations; end of the Performance Period in accordance with Exhibit A will vest as of the Scheduled Vesting Date. (2) If the Change of Control occurs before the last day of the Performance Period, and if this Award is assigned duties inconsistent not continued, assumed or replaced in connection with the Change of Control, then a senior executive officer or duties which, if performed, would result in a significant change in pro rata portion of the nature or scope Target Number of powers, authority, functions or duties inherent in such position on Units will vest as of the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements of and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then . The pro rata portion will be determined in the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, same manner as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G 4(b)(3). (b3) If the Change of Control occurs before the last day of the Performance Period, and if this Award is continued, assumed or replaced in connection with the Change of Control but you experience an involuntary termination of employment for reasons other than Cause, or you terminate your employment for Good Reason (as defined below), and in either case such termination occurs within one year after the Change of Control, then a pro rata portion of the Target Number of Units shall vest as of your employment termination date. The pro rata portion shall be determined in the same manner as provided in Section 4(c) (2Retirement). (4) For purposes of this Section 4(b), “Good Reason” means, without your express written consent, (A) any material reduction in the scope of your authority, duties or responsibilities; (B) any material reduction in your base compensation; (C) any material change in the geographic location of your principal place of employment; or (D) any action or inaction that constitutes a material breach by the Company of any agreement under which you provide services to the Company. Good Reason shall not, however, exist unless you have first provided written notice to the Company of the Internal Revenue Code initial occurrence of 1986, as amendedone or more of the events under clauses (A) through (D) above within ninety (90) days of the event’s occurrence, and such event is not fully remedied by the Proposed Regulations thereunderCompany within thirty (30) days after the Company’s receipt of written notice from you. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies

Change of Control. (a) In the event of a change in control of Employer required to be reported under Item 6(e) of Schedule 14A of Regulation 14A of the Securities Exchange Act of 1934: (i) If prior to the termination Employer may terminate Employee's employment only upon conclusive evidence of this Agreement, there is a Change of Control (as substantial and indisputable intentional personal malfeasance in office such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officerconviction for embezzlement of Employer's funds; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder.and (ii) For the purposes Employee may terminate his employment at any time if there is a change in his general area of this Agreementresponsibility, title or place of employment, or if his salary or benefits are lessened or diminished. (b) Following a Change change of Control means control of Employer, any termination of Employee's employment either by Employee pursuant to Section 13(a)(ii) or by Employer under any circumstances other than involving conclusive evidence of substantial and indisputable intentional personal malfeasance in office, then: (i) Employee shall be promptly paid a lump sum payment equal to one times his current annual base salary plus one times the direct or indirect salemost recent annual bonus paid to him; (ii) Employee shall become 100% vested in all benefit plans in which he participates including but not limited to the Standex Retirement Savings Plan, lease, exchange or other transfer of all or substantially all (50% or more) the Management Savings Program portion of the assets Standex Annual Incentive Program and all restricted stock options and performance share units granted under the Standex Long Term Incentive Program and any other stock option plans of GST or the Corporations Employer; (iii) One year of benefit service shall be added to any person or entity or group the years of persons or entities acting in concert service credited to Employee under the Standex Retirement Plan; (iv) The salary and bonus paid under Section 13(b)(i) shall be deemed the Employee's compensation during such one additional year for purposes of the computation of his pension under the Standex Retirement Plan; and (v) All life insurance and medical plan benefits covering the Employee and his dependents shall be continued at the expense of Employer for the one-year period following such termination as a partnership or other group (a "Group if the Employee were still an employee of Persons") excluding the GST CompaniesEmployer.

Change of Control. (i) If prior to the termination of this Agreement, there is After a Change of Control (as such term is defined set forth herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performedthe Executive subsequently suffers a Termination of Employment, would result in a significant change in the nature voluntary or scope of powersinvoluntary, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties except for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Controlcause, then the Agreement Executive shall be deemed entitled to have been terminated receive the benefits in Paragraph V. Said benefit shall be based on the Executive’s salary bonus, and deferred compensation at the time of said termination, reduced by the Corporations otherwise than by reason factors set forth in said Paragraph V. Said benefit shall commence thirty (30) days following said termination of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) employment. (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means shall mean: 1. The acquisition by any one or more individuals, entities or groups (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (i) the direct then outstanding shares of common stock of the Holding Company (the then outstanding shares of common stock of the Holding Company (the “Outstanding Holding Company Common Stock”) or indirect sale(ii) the combined voting power of the then outstanding voting securities of the Holding Company entitled to vote generally in the election of directors (the “Outstanding Holding Company Voting Securities”). Irrespective of the foregoing, leasehowever, exchange any transfer made as the result of the death of a shareholder whereby said shares pass to a beneficiary as designated under the shareholder’s duly probated Last Will and Testament, or as a result of intestacy should the deceased shareholder not have a duly probated Last Will and Testament, or by joint tenancy should the shares be owned by the deceased shareholder jointly with a spouse, or deceased shareholder’s issue, shall not be deemed to be a transfer for purposes of determining a change of control as set forth in this section. In addition, any transfer made by a shareholder which has been consented to by the Executive within thirty (30) days of said transfer, or which occurred more than three (3) years previously, shall be excluded from any computation of Change of Control under the provisions of this section. Any such transfer by death or approved transfer by Executive is hereinafter referred to as an “Exempt Transfer”; or 2. Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Holding Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be 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 either an actual or threatened election contest (as such terms as used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other transfer actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or 3. Approval by the shareholders of the Holding Company of a reorganization, merger or. consolidation, in each case, unless, following such reorganization, merger or consolidation, (i) more than 65% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Holding Company Common Stock and the Outstanding Holding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Holding Company Common Stock and Outstanding Holding Company Voting Securities, as the case may be (excepting the exempt transfers noted in (1) above, (ii) no Person (excluding the Holding Company, any employee benefit plan (or related trust) of the Holding Company, or such corporation resulting from such reorganization, merger or consolidation, and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 35% or more of the Outstanding Holding Company Common Stock or Outstanding Holding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 35% or more of, respectively, of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidations; or 4. Approval by the shareholders of the Holding Company of (i) a complete liquidation or dissolution of the Holding Company or (ii) the sale or other disposition of all or substantially all (50% or more) of the assets of GST the Holding Company, other than to a corporation, with respect to which following such sale or other disposition, (a) more than 65% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors in then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Holding Company Common Stock and the Outstanding Holding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Holding Company Common Stock and the Outstanding Holding Company Voting Securities, as the case may be, (b) no Person (excluding the Holding Company and any employee benefit plan (or related trust) of the Holding Company, or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 35% or more of the Outstanding Holding Company Common Stock or the Corporations Outstanding Holding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 35% or more of, respectively, of the then outstanding voting shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to any person vote generally in the election of directors and (c) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or entity or group action of persons or entities acting in concert as a partnership the Board providing for such sale or other group disposition of assets of the Holding Company; or 5. The issuance or transfer of sufficient shares of stock, or a merger, reorganization or consolidation, which results in (a "Group i) more than 50% of Persons"the then outstanding shares of common stock of the Company, or (ii) securities having more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, being owned by other than the Holding Company or persons who owned securities having more that 65% of the combined voting power of the outstanding voting securities of the Holding Company entitled to vote generally in the election of directors of the Holding Company prior to the transaction (but expressly excluding the GST CompaniesExempt Transfers as set forth in subparagraph (1) herein.

Change of Control. (a) If (i) If prior to the termination of this Agreement, there is a Change of Control occurs with respect to a Duke Shareholder, PGCSI Parent shall have the option to purchase such Duke Shareholder's Corporation Interest for Fair Market Value pursuant to the provisions of Section 4.2(b), (as such term is defined hereinc) and thereafter any (d), or (ii) a Change of Control occurs with respect to a Philxxxx Xxxreholder, DENG shall have the following occur: option to purchase such Philxxxx Xxxreholder's Corporation Interest for Fair Market Value pursuant to the provisions of Section 4.2(b), (ac) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (d). (b) Executive ceases In the event of a transaction giving rise to serve a Change of Control with respect to a Duke Shareholder or a Philxxxx Xxxreholder, as applicable, the Party who has experienced such a member Change of Control transaction (the "Changing Party") shall promptly (and in any event within three days of the GST Board consummation of such transaction) deliver notice (the "Control Notice") to the other Party or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement Parties that are not Affiliates of the Corporations that Changing Party (whether one or more, the location at which Executive performs his principal duties "Non-Changing Party") of such Change of Control transaction. The Non-Changing Party shall have the right, to be exercised by notice (the "Control Acceptance") on or before the 60th day following receipt of the Control Notice (the "Control Offer Period"), to elect to purchase the Corporation Interest of the Changing Party for Fair Market Value as of the Corporations be outside a radius date of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control. The Control Acceptance shall set forth the name of a nationally recognized appraisal firm (which may be an investment banking, then accounting or other firm that performs appraisal and valuation services) designated by the Agreement Non-Changing Party as its appraisal firm (the "Non-Changing Party Appraiser"). (c) If the Non-Changing Party timely delivers the Control Acceptance during the Control Offer Period, within 15 days from the date of receipt of the Control Acceptance, the Changing Party shall notify the Non-Changing Party in writing of the name of an appraisal firm (which may be an investment banking, accounting or other firm that performs appraisal and valuation services) designated as the Changing Party's appraisal firm (the "Changing Party Appraiser"); provided, however, that if the Changing Party fails to select an appraisal firm, and the Changing Party is a Duke Shareholder, the Changing Party Appraiser shall be Deloitte & Touche L.L.P., or, if the Changing Party is a Philxxxx Xxxreholder, the Changing Party Appraiser shall be Ernst & Young L.L.P.; provided, further, that if Deloitte & Touche L.L.P. or Ernst & Young L.L.P., as the case may be, fails to accept the appointment within 30 days from the date of receipt by the Changing Party of the Control Acceptance, the Control Appraiser Committee shall consist solely of the Non-Changing Party Appraiser. Except as provided in the second proviso of the immediately preceding sentence, the Non-Changing Party Appraiser and the Changing Party Appraiser shall jointly choose a third appraisal firm (which may be an investment banking, accounting or other firm that performs appraisal and valuation services) within 15 days after the appointment of the Non-Changing Party Appraiser (provided, however, that if they fail to select a third appraisal firm within 15 days after the appointment of the Non-Changing Party Appraiser, such third firm (which shall be an investment banking, accounting or other firm that performs appraisal and valuation services) will be selected by the American Arbitration Association at the request of either Party within 10 days after such request) (the "Neutral Control Appraiser," and together with the Changing Party Appraiser and the Non-Changing Party Appraiser, the "Control Appraiser Committee"). Once the Control Appraiser Committee has been chosen, each of the Changing Party and Non-Changing Party shall submit proposed Fair Market Values of the Changing Party's Corporation Interest to the Control Appraiser Committee, together with any supporting documentation such Party deems appropriate, as soon as practicable, but in no event earlier than 30 days after the date of receipt of the Control Acceptance nor later than (i) 30 days after the date of selection of the Neutral Appraiser or (ii) in the event of the failure of Deloitte & Touche L.L.P. or Ernst & Young L.L.P., as the case may be, to accept the appointment within the required time period, 60 days from the date of receipt by the Non-Changing Party of the Control Notice. If either Party fails to submit its proposed Fair Market Value within the required time period, the Fair Market Value proposed by the other Party (assuming such other Party has submitted its proposed value within the required time period) shall be deemed to have been terminated by be the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) Fair Market Value of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the Changing Party's Corporation Interest for purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesSection 4.

Change of Control. If there shall occur a change of control of CNB or the Employer (i) If prior “Change of Control”), the Executive may be assigned such other duties or responsibilities as would be reasonably equivalent under the circumstances and acceptable to the termination Executive in his reasonable discretion. During the first six (6) months following the effective date of this Agreement, there is a Change of Control but not after, Executive may be “terminated without cause due to a Change of Control.” Alternatively, if Executive is retained but not given reasonably equivalent duties and responsibilities, he may resign within six (as such term is defined herein6) and thereafter any months of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer effective date of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result Change of Control expressly citing this reason in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on written resignation. If Executive has been terminated other than For Cause due to a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then Executive shall receive, in lieu of any payments pursuant to Section 3.2, and upon execution of a full and final release by Executive, a one (1) time payment of 1.5 times the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay annual base compensation currently being provided to Executive within five days after notice from Executive pursuant to such effect, this Agreement. If the aggregate present value (determined as liquidated damages, a lump sum cash payment equal to 2.99 times of the "base amount" date of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided Change of Control in accordance with the provisions of Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, amended (the “Code”)) of the severance payment as described in this Section 3.3 and all other payments to the Proposed Regulations thereunder. (ii) For Executive in the purposes nature of this Agreement, compensation which are contingent on a Change change in ownership or effective control of Control means (i) the direct Employer or indirect sale, lease, exchange CNB or other transfer in the ownership of all or substantially all (50% or more) a substantial portion of the assets of GST the Employer or CNB (the Corporations “Aggregate Severance”) would result in a “parachute payment,” as defined under Section 280G of the Code, then the Aggregate Severance shall not be greater than an amount equal to 2.99 multiplied by Executive’s “base amount” for the “base period,” as those terms are defined under Section 280G of the Code. In the event the Aggregate Severance is required to be reduced pursuant to this Section 3.3, the Executive shall be entitled to determine which portions of the Aggregate Severance are to be reduced so that the Aggregate Severance satisfies the limit set forth in the preceding sentence. Notwithstanding any person or entity or group of persons or entities acting provision in concert as a partnership or other group (a "Group of Persons") excluding this Agreement, if the GST CompaniesExecutive may exercise his right to terminate employment under this Section 3.3, the Executive may choose which provision shall be applicable.

Change of Control. 7.1 Notwithstanding anything to the contrary contained in this Agreement, if a Change in Control occurs and if, in respect of the Executive, a Triggering Event subsequently occurs within two (i2) If prior years of the Change in Control, the Executive shall be entitled to elect to terminate this agreement with the Company and to receive a payment from the Company in an amount equal to the Annual Base Salary and the amount of the Annual Bonus Compensation for the previous year (the “Change of Control Payment”). This Section 7.1 shall not apply if such Triggering Event follows a Change in Control which involves a sale of securities or assets of the Company with which the Executive is involved as a purchaser in any manner, whether directly or indirectly (by way of participation in a Company or partnership that is a purchaser or by provision of debt, equity or purchase-leaseback financing). 7.2 The Change of Control Payment provided for in Section 7.1 is conditional upon the Executive electing to exercise such right by notice given to the Company within 120 calendar days of the Triggering Event. 7.3 Notwithstanding the provisions contained in Section 6.1(e) hereof, the Executive shall be entitled to the Change of Control Payment if a Triggering Event does not occur but the Executive is dismissed from with the Company without Cause within two (2) years of the Change in Control. For greater certainty, the Executive shall not be entitled to any payment by the Company pursuant to this Section 7.3 if the Executive is dismissed from this employment with the Company for Cause. The Company shall not dismiss the Executive for any reason unless such dismissal is specifically approved by the Board. 7.4 The Change of Control Payment shall be in lieu of all other notice or damage claims as regards dismissal or termination of the Executive's employment with the Company or any subsidiary of the Company after a Change in Control and the arrangements provided for herein shall not be considered in any judicial determination of appropriate damages at common law for dismissal without Cause, other than as provided for in this Agreement. 7.5 In the event that the Executive is entitled to a Change of Control Payment, the Executive shall be entitled to continue to participate in any benefit package for a period of 12 months after the date of the giving of notice by the Executive pursuant to Section 7.2, or the dismissal of the Executive's contract pursuant to Section 7.3, as the case may be. 7.6 In the event that the Executive is entitled to a Change of Control Payment, any Stock Option previously granted to the Executive by the Company or any subsidiary of the Company shall become fully vested, in which case the Executive shall be entitled to exercise such Stock Option on the terms granted and, notwithstanding any term of the stock option plan to the contrary, shall remain exercisable for the original term granted and shall not terminate due to the termination of this Agreementthe Executive's employment with the Company. In addition, there is a Change of Control (as such term is defined herein) and thereafter any provisions of the following occur: (a) Executive is placed in any position Stock Option restricting the number of lesser stature than that of option shares which may be purchased before a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the particular date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member shall be waived. The terms of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement Stock Option agreement shall be deemed amended to have been terminated reflect the provisions of this Section 7.6. The provisions of this Section 7.6 shall be subject to applicable securities laws and the rules of any stock exchange on which the shares of the Company may be then listed and the receipt of all necessary approvals from such securities regulators and exchange, which approvals the Company shall use its reasonable commercial efforts to obtain in the event of the operation of this Section 7.6. 7.7 Any payment to be made by the Corporations otherwise than Company pursuant to the terms of Part 7 shall be paid (i) by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, Company in cash in a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) within five business days of the Internal Revenue Code giving of 1986notice by the Executive pursuant to Section 7.2, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) within five business days of the assets termination or dismissal from the Executive's employment as referred to in Section 7.3, or (iii) in such manner as may be agreed to by the Company and the Executive. Any such payment shall be calculated, in the case of GST Section 7.1 at the date of giving notice pursuant to Section 7.2 and, in the case of Section 7.3, at the date of dismissal or termination, as the Corporations case may be. 7.9 In the event that any payment is made to the Executive pursuant to the provisions of Section 7.1 or Section 7.3, as the case may be, the Executive shall not be required in any person manner whatsoever to mitigate any damages. Furthermore, the payment referred to in Section 7.1 or entity Section 7.3, as the case may be, shall be made regardless of whether the Executive seeks or group finds alternate employment of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesany nature whatsoever.

Change of Control. (i1) If prior Notwithstanding any provision contained in the Plan or this Award Agreement to the termination of this Agreementcontrary, there is if a Change of Control (as such term is defined herein) and thereafter any occurs before the last day of the following occur: Performance Period, the Performance Requirement in Section (aB)(2) Executive is placed will not apply to the RSUs that will vest in accordance with this Award Agreement for any position uncompleted fiscal years in the Performance Period. (2) Notwithstanding any provision contained in the Plan or this Award Agreement to the contrary and subject to Section (C)(3) above, if, prior to an applicable Settlement Date, a Change of lesser stature than that Control occurs and within two years of such Change of Control the Participant incurs a senior executive officer Separation from Service (i) due to the Participant’s Retirement, (ii) initiated by the Company without Cause, (iii) initiated by the Participant for Good Reason or (iv) described in Section 5(a) of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change Employment Agreement in the nature or scope of powers, authority, functions or duties inherent in such position on event that the date hereof; Employment Agreement is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions still in effect on the date hereof; of such Separation from Service, the RSUs (and any credited and unpaid dividend equivalents), to the extent unvested, shall vest upon such Separation from Service and be settled within thirty (30) days following such Separation from Service, unless such accelerated vesting and settlement of RSUs (and dividend equivalents) following the Participant’s Separation from Service is prohibited or is accorded treatment on limited by applicable law and/or regulation. “Good Reason” shall mean, without the Participant’s consent, a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any material diminution of the GST Board or Participant’s (x) base salary and incentive compensation opportunity (except in the Boards; (cevent of a compensation reduction applicable to the Participant and other employees of comparable rank and/or status) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (dy) any requirement duties and responsibilities (except a temporary reduction while the Participant is physically or mentally incapacitated or a modification in the duties and/or responsibilities of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside Participant and other employees of comparable rank and/or status following a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control), then the Agreement provided, that a Separation from Service for Good Reason shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) not occur unless (A) the Participant has provided the Company written notice specifying in detail the alleged condition of Good Reason within thirty (30) days of the Internal Revenue Code occurrence of 1986, as amended, and the Proposed Regulations thereunder. such condition; (ii) For the purposes of this Agreement, a Change of Control means (iB) the direct Company has failed to cure such alleged condition within ninety (90) days following the Company’s receipt of such written notice; and (C) if the Committee (or indirect saleits designee) has determined that the Company has failed to cure such alleged condition, lease, exchange or other transfer the Participant initiates a Separation from Service within five (5) days following the end of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiessuch 90-day cure period.

Change of Control. (i) If prior Notwithstanding Sections 3 and 4 above, if an event constituting a Change in Control of the Company occurs and the Employee thereafter terminates employment for any reason, then the performance stock units granted hereunder shall immediately vest and a cash payment shall be made as if the maximum Performance Objective had been fully achieved, regardless of whether termination of employment is by the Employee, the Company or otherwise. Such cash payment shall be equal to the termination number of performance stock units granted to the Employee multiplied by the fair market value of the Company’s common stock as of the effective date of such Change in Control. Employee’s continued employment with the Company, for whatever duration, following a Change in Control of the Company shall not constitute a waiver of the Employee’s rights with respect to this Section 5. For purposes of this AgreementSection 5, there is a “Change in Control of Control (as such term is defined herein) and thereafter the Company” shall be deemed to occur in any of the following occur: circumstances: (a) Executive is placed if there occurs a change in any position of lesser stature than that control of a senior executive officer nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") whether or not the Company is then subject to such reporting requirement; (b) if any "person" (as defined in Sections 13(d) and 14(d) of the CorporationsExchange Act) other than Xxxxxxx Xxxxxx or any member of his family (the "Xxxxxx Family"), 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 thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities; (c) if during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement) there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board and any new director(s) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved; is assigned duties inconsistent or (d) if the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a senior executive officer merger or duties which, if performed, consolidation which would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any voting securities of the GST Board Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement shareholders of the Corporations that Company approve a plan of complete liquidation of the location at which Executive performs his principal duties Company or an agreement for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated sale or disposition by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer Company of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesCompany's assets.

Change of Control. (i) If prior In the event any person, persons or entity commences a tender or exchange offer, or circulates a proxy to the termination shareholders of this Agreement, there is ANBC designed to effect a Change of Control (as hereinafter defined), Executive agrees that he will not voluntarily leave his employment with ANTIM and will continue to perform his regular duties, until such term is defined herein) and thereafter person, persons or entity has abandoned or terminated its efforts to effect a Change of Control. In the event any of the following occur: (a) Executive is placed in any position of lesser stature than that of person, persons or entity successfully concludes a senior executive officer of the Corporations; is assigned duties inconsistent with tender or exchange offer, or has successfully circulated a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior proxy to the shareholders of ANBC effecting a Change of Control, then Executive agrees that he will not voluntarily leave his employment with ANTIM and will continue to perform his regular duties, subject to the Agreement provisions of this Section 9.4. (a) If a Change of Control occurs and within a twenty-four (24) month period thereafter an Unreasonable Change occurs to Executive's employment relationship, Executive shall be deemed entitled to have been terminated by resign with justification, and shall be entitled to the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning benefits provided in Section 280G 9.4(b). If Executive invokes the rights pertaining to resignation with justification, Executive's notice of resignation shall state that Executive's resignation is in the best interests of ANTIM considering the circumstances of the Change of Control and Unreasonable Change, and that it is not his intent to resign for the sole purpose of collecting compensation without working for it. (b) If, within twenty-four (24) months of a Change of Control, ANTIM shall terminate Executive's employment other than for death, Disability, Retirement or Cause, or if Executive shall resign in accordance with Section 9.4(a), ANTIM shall: (1) pay Executive his Base Salary after the Change of Control through the Date of Termination plus the aggregate amount of any bonus accrued but unpaid as of such Date of Termination; and, (2) (A) pay Executive an amount in cash which, when added to the present value of all other compensation, benefits and payments required to be included in the calculation under Section 280G of the Internal Revenue Code of 1986, as amended, (the "Code") and the Proposed Regulations regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50shall equal 299% or more) of the assets "base amount" as defined under Section 280G of GST or the Corporations Code. "Base amount" shall, however, include only Executive's Base Salary and shall exclude any incentive compensation. Such amount shall be payable in equal installments over thirty-six (36) months from the Date of Termination at the same frequencies as salaries paid to any person or entity or group other salaried employees of persons or entities acting in concert as a partnership or other group ANTIM; provided, however, if Executive obtains employment, ANTIM's obligation to pay such amount over thirty-six (a "Group of Persons"36) excluding months shall continue but shall be reduced to that amount necessary which, when added to Executive's salary from his new employment, will maintain Executive at the GST Companiesequal monthly installment amount payable by ANTIM described above; and,

Change of Control. (i) If prior to In the termination of this Agreement, there is event that the Company enters into a binding contract for a Change of Control transaction during the Term of Employment and Employee is employed in good standing as of such date, then, if Employee has complied with the requirements of clause (as such term is defined hereinii) below and thereafter any of the following occurEmployee: (ax) Executive is placed in any position of lesser stature than that of a senior executive officer of has not been terminated for Cause or resigned prior to the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this AgreementClosing Date; or (dy) any requirement of if the Corporations that the location at which Executive performs his principal duties Election (as defined in clause (ii) below) has occurred, Employee has not been terminated for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately Cause or resigned prior to the expiration of the Transition Period, then Employee shall be paid a lump-sum bonus of $505,000 (the “Change of ControlControl Payment”), then the Agreement shall be deemed subject to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in accordance with Section 280G (b5(b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunderbelow. (ii) For Employee acknowledges and agrees that, in the purposes event of this Agreement, a Change of Control means as a result of: (ix) an acquisition of the equity of the Company or its direct or indirect saleparent (whether by sale of equity interests, leasemerger or otherwise), exchange then this Agreement will remain the obligation of the Company (or other its successor) and Employee’s obligations hereunder will remain in full force and effect; or (y) a transfer of all or substantially all (50% or more) assets of the assets Company or its subsidiaries and in connection therewith this Agreement is assigned by the Company, then this Agreement will become the obligation of GST the assignee and Employee’s obligations hereunder will (as such) remain in full force and effect. If, prior to the Closing Date, the Company so elects (the “Election”) by giving written notice thereof to Employee, then Employee shall provide, on a full time basis and in a professional manner, during the Transition Period, such services to the Company, the acquiring Person in such Change of Control transaction (the “Acquiring Person”) and their respective designees as are necessary in all respects to permit a smooth, professional transition of management (which may include, without limitation, continuing to provide the services specified in this Agreement or such other executive services as may be specified from time to time by the Corporations Company, the Acquiring Person or their respective designees). (iii) It is understood and agreed that: (aa) if Employee becomes, directly or indirectly, an employee of the Acquiring Person, then all of Employee’s salary, benefits and other compensation shall be paid by the Acquiring Person; and (bb) if Employee has entered into a new employment agreement with the Acquiring Person then the term “Cause” shall be deemed for purposes of the foregoing provision to any person or entity or group of persons or entities acting have the meaning given such term in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiessuch new employment agreement.

Change of Control. (ia) If prior Notwithstanding any other provision contained herein, the Employee's Initial Options and other options issued under the Company's share option plans that are not then exercisable shall become exercisable (and be deemed to be vested) on the termination of this Agreement, there is date on which a Change of Control (as such term is defined hereinbelow) and thereafter any of the following occur: (a) Executive is placed in Company occurs. In addition, restricted Common Shares granted under any position of lesser stature than that of a senior executive officer other of the Corporations; Company's share option plans shall immediately vest upon a Change of Control of the Company. (b) If (i) the employment of the Employee is assigned duties inconsistent terminated by the Company (or successor thereto) without Serious Cause or (ii) the Employee terminates employment with a senior executive officer the Company (or duties whichsuccessor thereto) for Good Reason, if performed, would result in a significant change in each case within the nature or scope of powers, authority, functions or duties inherent in such position period commencing on the date hereof; that a Change of Control is assigned performance requirements or working conditions which are at variance with formally proposed to the performance requirements Company's Board of Directors and working conditions in effect ending on the first anniversary of the date hereof; or is accorded treatment on which such Change of Control occurs, then the Employee shall be entitled to receive (in lieu of the benefits described in Section 11): (1) any accrued but unpaid salary, (2) a general basis that is in derogation lump sum payment equal to two times such Employee's annual base salary as of his status as the date of termination, (3) any accrued but unpaid bonus from a senior executive officer; prior fiscal year, (b4) Executive ceases reimbursement of business expenses incurred prior to serve as the date of termination, (5) travel and housing allowances under Section 9 for one year following the date of termination, (6) reasonable relocation expenses from Bermuda to the United States, together with (7) a member gross up of any excise taxes payable by the Employee by reason of the GST Board such payments occurring in connection with a Change of Control. The Employee shall not be entitled to any benefits or the Boards; other entitlements under this section unless a Change of Control actually occurs. (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the A "Change of Control, then " of the Agreement Company shall be deemed to have been terminated by occurred if, following consummation of the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to IPO (i) any "person" as such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided term is defined in Section 280G (b3(a)(9) (2and as used in Sections 13(d) (Aand 14(d) of the Internal Revenue Code Securities Exchange Act of 19861934 (the "Exchange Act"), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as amendedtheir ownership of the Company, and is or becomes the Proposed Regulations thereunder. "beneficial owner" (as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding securities ("Voting Securities"); (ii) For during any period of not more than two years, individuals who constitute the purposes Board of this Agreement, Directors of the Company (the "Board") as of the beginning of the period and any new director (other than a Change of Control means director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i) or (iii) of this sentence) whose election by the direct Board or indirect sale, lease, exchange or other transfer nomination for election by the Company's shareholders was approved by a vote of all or substantially all at least two-thirds (50% or more2/3) of the assets directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; (iii) the shareholders of GST the Company approve a merger, consolidation or reorganization or a court of competent jurisdiction approves a scheme of arrangement of the Corporations to any person Company, other than a merger, consolidation, reorganization or entity or group scheme of persons or entities acting arrangement which would result in concert as a partnership or other group the Voting (a "Group d) The provisions of Persons") excluding this Section 12 shall only apply following the GST Companiesconsummation of an IPO.

Change of Control. (Employee may terminate this Agreement for good reason upon delivery of a Notice of Termination to Employer within a 90-day period beginning on the 30th day after the occurrence of a Change in Control. If Employee’s employment is terminated pursuant to this provision, Employee shall be entitled to the following: i) If prior to the termination of this Agreement, there is a Change of Control Employer shall pay Employee in cash within fifteen (as such term is defined herein15) and thereafter any days of the following occur: (a) Executive is placed date of termination severance compensation in an amount equal to her then current monthly base salary multiplied by 36 plus any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer bonus earned or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on accrued through the date hereof; is assigned performance requirements or working conditions of termination (including any amounts awarded for previous years but which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder.were not yet vested); (ii) For a period of 36 months, payment of premiums for medical and dental insurance being provided to Employee. Employer’s obligation hereunder with respect to the purposes foregoing benefits shall be limited to the extent that Employee becomes eligible for any such benefits pursuant to a subsequent employer’s benefit plans, in which case Employer may reduce the coverage of this Agreement, a Change any benefits it is required to provide Employee so long as the aggregate coverage and benefits of Control means the combined benefit plans is no less favorable to Employee that the coverages and benefits required to be provided hereunder; and iii) The restrictions on any outstanding incentive awards (iincluding restricted stock) the direct granted to Employee under Company’s or indirect sale, lease, exchange Bank’s long-term equity incentive program or other transfer of incentive plan or arrangement shall lapse and such awards shall become 100% vested, all or substantially stock options and stock appreciation rights granted to Employee shall become immediately exercisable and shall become 100% vested, all (50performance units granted to Employee shall become 100% or morevested, and restrictive covenants contained in Section 9(C) of the assets of GST or the Corporations shall not apply to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesEmployee.

Change of Control. In connection with a Change of Control, and subject to any approval of the Change of Control by the holders of Class A Common Stock and Class B Common Stock that may be required: (i) If prior The Corporation shall have the right to require each Company Unitholder to Exchange some or all of such Company Unitholder’s Company Units and a corresponding number of shares of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like) with the Corporation or, at the option of the Corporation, any Subsidiary in exchange for the delivery to the termination exchanging Company Unitholder (or its designee) of this Agreementa number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by the Exchange Rate (a “Change of Control Exchange”); provided that, there is if the Corporation requires the Company Unitholders to Exchange less than all of their outstanding Company Units and corresponding number of shares of Class B Common Stock, each Company Unitholder’s participation in the required Exchange shall be reduced pro rata. For the avoidance of doubt, any Company Units and a corresponding number of shares of Class B Common Stock held by a Company Unitholder that are not Exchanged pursuant to a Change of Control Exchange may be Exchanged by such Company Unitholder pursuant to Section 2.1(a) subject to and in accordance with the terms thereof. (as such term is defined hereinii) and thereafter any The election of the following occur: (aCorporation pursuant to this Section 2.1(b) Executive is placed in any position of lesser stature than that of a senior executive officer shall be at the sole discretion of the Corporations; is assigned duties inconsistent with Corporation upon the approval thereof by a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any majority of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement Directors of the Corporations that the location at which Executive performs his principal duties for the Corporations Corporation. (iii) Any Exchange pursuant to this Section 2.1(b) shall be outside a radius of 50 miles from the location at which Executive performed such duties effective immediately prior to the consummation of the Change of Control (and, for the avoidance of doubt, shall not be effective if such Change of Control is not consummated) (the “Change of Control Exchange Date”). From and after the Change of Control Exchange Date, (x) the Company Units and shares of Class B Common Stock Exchanged pursuant to this Section 2.1(b) shall be deemed to be transferred to the Corporation or the exchanging Subsidiary, as applicable, on the Change of Control Exchange Date and (y) the exchanging Company Unitholder shall cease to have any rights with respect to the Company Units and shares of Class B Common Stock Exchanged pursuant to this Section 2.1(b) (other than the right to receive shares of Class A Common Stock pursuant to Section 2.1(b)(i) upon compliance with its obligations under Section 2.1(c)). (iv) The Corporation shall provide written notice of an expected Change of Control to all Company Unitholders within the earlier of (x) five (5) Business Days following the execution of the agreement with respect to such Change of Control and (y) ten (10) Business Days before the proposed date upon which the contemplated Change of Control is to be effected, indicating in such notice such information as may reasonably describe the Change of Control transaction, subject to applicable law, including the date of execution of such agreement or such proposed effective date, as applicable, the amount and types of consideration to be paid for Company Units and shares of Class B Common Stock or shares of Class A Common Stock, as applicable, in the Change of Control (which consideration shall be equivalent whether paid for Company Units and shares of Class B Common Stock or shares of Class A Common Stock), any election with respect to types of consideration that a holder of Company Units and shares of Class B Common Stock or shares of Class A Common Stock, as applicable, shall be entitled to make in connection with the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason percentage of Cause total Company Units and the Corporations shall pay to Executive within five days after notice from Executive to such effectshares of Class B Common Stock or shares of Class A Common Stock, as liquidated damagesapplicable, a lump sum cash payment equal to 2.99 times be transferred to the "base amount" acquirer by all shareholders in the Change of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amendedControl, and the Proposed Regulations thereunder. (ii) For number of Company Units and shares of Class B Common Stock held by each Company Unitholder that the purposes Corporation intends to require to be Exchanged for shares of this Agreement, a Class A Common Stock in connection with the Change of Control means (i) Control. The Corporation shall update such notice from time to time to reflect any material changes to such notice. The Corporation may satisfy any such notice and update requirements described in the direct preceding two sentences by providing such information on a Form 8-K, Schedule TO, Schedule 14D-9 or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of similar form filed with the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesSEC.

Change of Control. (i) If prior The Company shall not enter into or be party to the termination of this Agreement, there is a Change of Control of the type referred to in clauses and (1) or (5) of the definition of such term in Section 14 unless the Successor Entity assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined in the Securities Purchase Agreement) in accordance with the provisions of this Section 3 pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders, including agreements to deliver to each holder of SPA Warrants in exchange for such term is defined herein) and thereafter any SPA Warrants a security of the following occur: Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant exercisable for the Adjusted Warrant Consideration (a) Executive is placed in as defined below). Upon the occurrence of any position Change of lesser stature Control, the Successor Entity, if other than the Company, shall succeed to, and be substituted for (so that from and after the date of a senior executive officer such Change of Control, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in Company and shall assume all of the nature or scope obligations of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance Company under this Warrant with the performance requirements and working conditions in same effect on as if such Successor Entity had been named as the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member Company herein. Upon consummation of any Change of Control, the GST Board or Successor Entity shall deliver to the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, Holder confirmation that there shall be issued upon exercise of this Agreement; or (d) Warrant at any requirement time after the consummation of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, in lieu of the Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of the Warrant prior to such Change of Control, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Change of Control had this Warrant been converted immediately prior to such Change of Control, as adjusted in accordance with the provisions of this Warrant (provided that, if the type or amount of shares of stock, securities, cash, assets or any other property whatsoever receivable upon such Change of Control is more than a single type of consideration (determined based in part upon any form of stockholder election), then the Agreement shall type and amount of consideration will be deemed to have been terminated be the weighted average of the kind and amounts of consideration received by the Corporations otherwise than by reason holders of Cause the Company’s Common Stock that affirmatively make such an election) (the “Adjusted Warrant Consideration”). In addition to and not in substitution for any other rights hereunder, prior to the Corporations consummation of any Change of Control pursuant to which holders of Common Stock are entitled to receive securities or other assets with respect to or in exchange for Common Stock (a “Corporate Event”), the Company shall pay make appropriate provision to Executive within five days ensure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after notice from Executive the consummation of the Change of Control but prior to the Warrant Expiration Date, in lieu of the Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such effectChange of Control, as liquidated damagesthe Adjusted Warrant Consideration. Provision made pursuant to the preceding sentence shall be in form and substance reasonably satisfactory to the Required Holders. In connection with any Change of Control in which all holders of Common Stock and securities convertible into, exercisable for and exchangeable for Common Stock are solely to receive in such Change of Control cash and/or securities of an entity that is not a lump sum cash payment equal to 2.99 times publicly traded corporation whose capital stock is quoted on or listed on a securities exchange or quotation system in exchange for such securities, the "base amount" of Executive's compensation. For purposes hereof, "base amount" Company shall have the meaning provided in Section 280G (b) (2) (A) of right to require the Internal Revenue Code of 1986, as amendedHolder to sell, and the Proposed Regulations thereunder. (ii) For Holders shall have the purposes option to require the Company to purchase, all or any portion of this Agreement, a Warrant for cash payable at consummation of such Change of Control means in an amount equal to the greater of (i) the direct product of (a) the total number of shares for which this Warrant may be exercised and (b) the difference between the Exercise Price then in effect and the consideration per share received in such Change of Control or indirect sale(ii) the product of (1) the remaining unexercised portion of this Warrant, lease, exchange or other transfer on the date of all or substantially all (50% or more) such consummation which value shall be determined by use of the assets Black-Scholes Option Pricing Model reflecting (a) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of GST or this Warrant as of such date of request and (b) an expected volatility equal to the Corporations greater of 60% and, to the extent applicable, the 100 day volatility obtained from the historical price volatility function on Bloomberg and (2) the total number of shares for which this Warrant may be exercised. The provisions of this Section shall apply similarly and equally to successive Change of Control and Corporate Events and shall be applied without regard to any person or entity or group limitations on the exercise of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesthis Warrant.

Change of Control. If a Change of Control occurs, outstanding Restricted Stock Units shall be treated as described in this subsection. Notwithstanding anything to the contrary, the Committee may take such other actions with respect to the Restricted Stock Units as it deems appropriate pursuant to the Plan. (i) If prior the Restricted Stock Units are Assumed in accordance with Section 9 of the Plan, the Restricted Stock Units shall continue to vest (and the termination underlying Shares shall continue to be issued) in accordance with the Vesting Schedule set forth in Section 1 above and this Section 3 (including, for the avoidance of this Agreementdoubt, there Section 3(B)), based on Participant’s continued employment or service with the Company and its Affiliates as set forth herein. (ii) Notwithstanding subsection (i) above, if the Restricted Stock Units are Assumed in accordance with Section 9 of the Plan, and Participant’s employment is terminated by the Company and its Affiliates without Cause [or Participant terminates employment for Good Reason]1 or a Participant’s employment terminates due to Retirement, upon or within 18 months following the closing of the Change of Control and before the applicable vesting date, the Restricted Stock Units shall, to the extent not then vested or previously forfeited or cancelled, become fully vested upon such termination of employment. (as such term is defined hereiniii) and thereafter any If the Restricted Stock Units are not Assumed in accordance with Section of 9 of the following occur: Plan, the Restricted Stock Units shall, to the extent not then vested or previously forfeited or cancelled, become fully vested upon the Change of Control. (aiv) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases If Participant’s employment terminates due to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately Retirement prior to the a Change of Control, then any Restricted Stock Units which have not vested pursuant to Section 3(C) above shall become immediately vested upon such Change of Control. (v) Notwithstanding anything in this Agreement to the Agreement shall be deemed contrary, to have been terminated by the Corporations otherwise than by reason extent that the Restricted Stock Units constitute nonqualified deferred compensation subject to Section 409A of Cause the Code and the Corporations shall pay to Executive within five days after notice from Executive to such effectTreasury Regulations thereunder (“Section 409A”), as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) if (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means does not constitute a “change in control event” under Section 409A, or (iB) otherwise required by Section 409A, any amounts that are payable pursuant to subsection (ii), (iii) or (iv) above shall be paid within 60 days following the direct or indirect saleotherwise applicable vesting date. For the avoidance of doubt, leaseupon a Transaction, exchange or other transfer the Restricted Stock Units shall be treated in accordance with the terms of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesthis Agreement.

Change of Control. Notwithstanding the foregoing, in the event of a Change of Control: (i) If prior to the termination of this Agreementpurchaser, there is a successor or surviving entity (or parent thereof) in the Change of Control (as such term is defined hereinthe “Survivor”) agrees to assume the PUs or replace the PUs with the same type of award with similar terms and thereafter any of conditions, then the following occur: will apply: (aA) Executive is placed in any position If the Change of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately Control occurs prior to the Change end of Controlthe Performance Period, then the Agreement Performance Goal shall be deemed to have been terminated satisfied at the target level, and no modification based on Relative TSR shall be made, regardless of actual performance prior to or after such Change of Control, such that only the Target PUs remain available for vesting under this Award. If the Change of Control occurs after the end of the Performance Period, then the Actual Achieved PUs will remain available for vesting under this Award. (B) Each PU determined under clause (A) above that is assumed by the Corporations otherwise than by reason Survivor shall be appropriately adjusted, immediately after such Change of Cause Control, to apply to the number and class of securities which would have been issuable to the Corporations shall pay to Executive within five days after notice from Executive Participant upon the consummation of such Change of Control had the PUs been actual shares immediately prior to such effectChange of Control. (C) Upon termination of the Participant’s Employment following such Change in Control (1) by the Company and its Affiliates without Cause, as liquidated damagesor due to death or Disability, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) or (2) if the Participant is then or was at the time of a Change of Control a Section 16 Participant, by such Section 16 Participant for Good Reason, in each case within two years after a Change of Control, any unvested portion of this Award (Aor the replacement award) shall immediately become vested in full. Upon termination of the Internal Revenue Code Participant’s Employment following such a Change in Control due to Retirement, the provisions of 1986, as amended, and the Proposed Regulations thereunderSection 4(c) shall apply. (ii) For To the purposes extent the Survivor does not assume the PUs or issue replacement awards as provided in clause (i), then, immediately prior to the date of this Agreementthe Change of Control, a the Target PUs (or Actual Achieved PUs if the Change of Control means (i) occurs after the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) end of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons"Performance Period) excluding the GST Companiesshall become immediately and fully vested.

Change of Control. (ia) If prior Notwithstanding any other provision contained herein, the Employee's Initial Options and other options issued under the Company's share option plans that are not then exercisable shall become exercisable (and be deemed to be vested) on the termination of this Agreement, there is date on which a Change of Control (as such term is defined hereinbelow) and thereafter any of the following occur: (a) Executive is placed in Company occurs. In addition, restricted Common Shares granted under any position of lesser stature than that of a senior executive officer other of the Corporations; Company's share option plans shall immediately vest upon a Change of Control of the Company. (b) If (i) the employment of the Employee is assigned duties inconsistent terminated by the Company (or successor thereto) without Serious Cause or (ii) the Employee terminates employment with a senior executive officer the Company (or duties whichsuccessor thereto) for Good Reason, if performed, would result in a significant change in each case within the nature or scope of powers, authority, functions or duties inherent in such position period commencing on the date hereof; that a Change of Control is assigned performance requirements or working conditions which are at variance with formally proposed to the performance requirements Company's Board of Directors and working conditions in effect ending on the first anniversary of the date hereof; or is accorded treatment on which such Change of Control occurs, then the Employee shall be entitled to receive (in lieu of the benefits described in Section 11): (1) any accrued but unpaid salary, (2) a general basis that is in derogation lump sum payment equal to two times such Employee's annual base salary as of his status as the date of termination, (3) any accrued but unpaid bonus from a senior executive officer; prior fiscal year, (b4) Executive ceases reimbursement of business expenses incurred prior to serve as the date of termination, (5) travel and housing allowances under Section 9 for one year following the date of termination, (6) reasonable relocation expenses from Bermuda to the United Kingdom, together with (7) a member gross up of any excise taxes payable by the Employee by reason of the GST Board such payments occurring in connection with a Change of Control. The Employee shall not be entitled to any benefits or the Boards; other entitlements under this section unless a Change of Control actually occurs. (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the A "Change of Control, then " of the Agreement Company shall be deemed to have been terminated by occurred if, following consummation of the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to IPO (i) any "person" as such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided term is defined in Section 280G (b3(a)(9) (2and as used in Sections 13(d) (Aand 14(d) of the Internal Revenue Code Securities Exchange Act of 19861934 (the "Exchange Act"), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as amendedtheir ownership of the Company, and is or becomes the Proposed Regulations thereunder. "beneficial owner" (as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding securities ("Voting Securities"); (ii) For during any period of not more than two years, individuals who constitute the purposes Board of this Agreement, Directors of the Company (the "Board") as of the beginning of the period and any new director (other than a Change of Control means director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i) or (iii) of this sentence) whose election by the direct Board or indirect sale, lease, exchange or other transfer nomination for election by the Company's shareholders was approved by a vote of all or substantially all at least two-thirds (50% or more2/3) of the assets directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; (iii) the (d) The provisions of GST or this Section 12 shall only apply following the Corporations to any person or entity or group consummation of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesan IPO.

Change of Control. (ia) If prior to the termination of this Agreement, there is a Change of Control (occurs during the Performance Period, and your Award does not remain outstanding following the Change of Control and the acquiror or successor entity neither assumes nor provides a substitute for your Award that meets the requirements of a Replacement Award, then you will be deemed to have earned that number of PSUs as such term is defined hereindescribed in Section 6(b) and thereafter any below, effective as of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer date of the Corporations; is assigned duties inconsistent with a senior executive officer or duties whichChange of Control, if performedand your Award shall become vested and nonforfeitable pursuant to Section 4 on [.], would result provided that, except as set forth in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (bSection 6(c) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) below, you remain continuously employed by the Company or any requirement of its Subsidiaries through [.]. (b) The number of PSUs earned shall be the determined in accordance with Appendix A, based on the Company Value determined as of the Corporations date of the Change of Control, as follows: (i) For any fiscal quarter in the Performance Period that has been completed as of the location at date of the Change of Control, Cumulative Adjusted EBITDA shall be determined based on the actual Adjusted EBITDA for such quarter; (ii) For any fiscal quarter in the Performance Period that has not been completed as of the date of the Change of Control, Cumulative Adjusted EBITDA shall be determined based on the target Adjusted EBITDA for each such quarter, as set forth in Appendix B hereto; and (iii) The Revenue Ratio shall be determined by using the target Revenue of the Company for any quarter in [.] which Executive performs his principal duties has not been completed as of the Change of Control, as set forth in Appendix B hereto, and the actual Revenue of the Company for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately any quarter in [.] that has been completed prior to the Change of Control. (c) If you are not subject to a Severance and Change-in-Control Agreement with the Company, then and if, within twelve (12) months following the Agreement shall be deemed date of the Change of Control but prior to have been [.], your employment is terminated by the Corporations otherwise than Company or the acquiror or successor entity without Cause or by reason you for Good Reason, the service vesting requirements of Cause Section 4 shall automatically be deemed satisfied, and the Corporations all restrictions and forfeiture provisions related thereto shall pay to Executive within five days after notice from Executive to such effect, lapse as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code date of 1986, as amended, and the Proposed Regulations thereundersuch termination. (iid) If you are subject to a Severance and Change-in-Control Agreement with the Company and, within the Change in Control Protection Period, as defined in your Severance and Change-in-Control Agreement, but prior to [.], your employment is terminated by the Company or the acquiror or successor entity without Cause or by you for Good Reason, as those terms are defined in your Severance and Change-in-Control Agreement, then, subject to satisfaction of the release and other requirements of your Severance and Change-in-Control Agreement, the service vesting requirements of Section 4 shall automatically be deemed satisfied, and all restrictions and forfeiture provisions related thereto shall lapse as of the date of such termination. For the purposes avoidance of this Agreementdoubt, a notwithstanding anything in your Severance and Change-in-Control Agreement to the contrary, any PSUs not earned at the time of the Change of Control means (ipursuant to Section 6(b) above shall be forfeited at the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) time of the assets Change of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesControl.

Change of Control. (i) If prior to the termination of this Agreement, there is a Change of Control (as such term occurs while this Agreement is defined herein) in effect and thereafter any one of the following occur: (a) Executive is placed events described in any position Section 2.1 below occurs, the Employee shall be entitled to receive the compensation described in Section 2.2 below. 2.1 The events that will trigger the payment of lesser stature than that of a senior executive officer compensation described in Section 2.2 are the following: 2.1.1 Within 12 months of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope date of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then Employee voluntarily resigns employment for Good Reason; or 2.1.2 Within 24 months of the date of the Change of Control, Employee's employment is terminated by the Company for a reason other than death, Disability or Cause. 2.2 If a Change of Control and one of the events described in Section 2.1 occur, Employee shall be entitled to receive the following compensation ("Change of Control Compensation"): 2.2.1 The Company shall pay Employee in cash a single lump sum payment in an amount equal to 3.0 times the sum of (A) Employee's annual base salary (including any deferrals) at the rate in effect immediately preceding the date of the Change of Control and (B) the "Bonus Amount" which shall be equal to the targeted annual bonus paid or payable to Employee (including any amounts which were or will be deferred) in respect of the fiscal year in which the Change of Control occurs, regardless of whether the target would have been met, exceeded or not met. The payment provided for in this Section 2.2.1 shall be made not later than 30 days after the date of the termination of such employment. 2.2.2 This paragraph is not intended as a limitation on any benefits Employee may be entitled to under any plans, policies or programs of the Company. For a period of 36 months from the date of termination of such employment, the Company, at the Company's expense, shall provide Employee with health, medical, dental, long-term disability and life insurance coverage and any other fringe benefits to the same extent to which Employee was covered under the Company's group plans, policies and programs (and any supplemental plans) on the date immediately preceding the date of a Change of Control. To the extent Employee is not eligible under the terms of the applicable plan, the Company shall provide other substantially similar coverage. To the extent the Employee is eligible for benefits under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), all COBRA benefits shall be in addition to the period of benefits provided above. The Employee shall receive these benefits subject to the same terms and conditions of other eligible individuals including the payment of all deductibles and co-payments. The Company's obligation with respect to such benefits shall be satisfied to the extent that Employee obtains similar benefits pursuant to a subsequent employer's benefit plan. Also, Employee shall have the option to have assigned to Employee at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Company and relating specifically to Employee. Further, in the event of the occurrence of one of the events described in Section 2.1.1 or Section 2.1.2, Employee shall receive (i) if the Employee is a participant in The Midland-Guardian Co. Salaried Employees Pension Plan ("Pension Plan") the value of 3 additional years of service under the Pension Plan as determined by using an interest rate and mortality table prescribed by Regulation Section 1.417(e)-1(d) or its successor provision and the value of 3 additional years of service if he is also a participant in The Midland Company Supplemental Retirement Plan; (ii) if Employee is a participant in The Midland-Guardian Co. Self-Directed Retirement Plan the value of 3 additional calendar years of Company contributions equal to 5% of the Employee's compensation at the time of the occurrence of one of the events described in Section 2.1.1 or Section 2.1.2 and the value of 3 additional calendar years of contributions if he is also a participant in The Midland-Guardian Co. Nonqualified Self-Directed Retirement Plan; or (iii) if Employee is a participant in The Midland-Guardian Co. Salaried Employees 401(k) Savings Plan (the "401(k) Plan") the value of 3 additional years of 401(k) contributions and Company matching contributions that would have been made under the 401(k) Plan and the value of 3 additional years of contributions if Employee is also a participant in The Midland-Guardian Co. Salaried Employees Nonqualified Savings Plan. 2.2.3 If requested, the Company will pay the cost of outplacement services for the benefit of Employee, provided, however, the amount payable by the Company for such services shall not exceed $25,000. The Employee can elect to receive this payment in cash in a single lump sum in lieu of applying it to the cost of outplacement services. 2.2.4 If more than one Change of Control shall occur during the term of this Agreement, Employee will be entitled to Change of Control Compensation only once. 2.3 The Change of Control Compensation provided in this Agreement shall be deemed offset by any other severance pay to have been terminated which Employee shall be entitled under any other Company plan, program or policy which is specifically designated by the Corporations otherwise than by reason Company for the purpose of Cause and providing severance. 2.4 In addition to the Corporations Change of Control Compensation, Employee shall pay also be entitled to Executive within five days after notice from Executive to such effect, as liquidated damages, a the following upon termination of the Employee's employment or the Employee's resignation for the reasons provided in Section 2.1. 2.4.1 A lump sum cash payment in an amount equal to 2.99 times the "amount of any unpaid base amount" salary through the termination of Executivesuch employment. 2.4.2 A lump sum in an amount equal to a pro-rata portion of the annual Bonus Amount, based on the number of days which have elapsed in the fiscal year in which termination of such employment occurs. This pro rated amount shall be based on the target amount regardless of actual performance. The Bonus Amount shall be determined by multiplying the target bonus by the number of days worked divided by 365. 2.4.3 A lump sum cash payment in an amount equal to any accrued (but not taken) vacation calculated through the effective date of termination of such employment. 2.4.4 Any other payments or benefits which employees are entitled to receive under the Company's compensation. For purposes hereofplans, "base amount" shall have the meaning programs, and policies in effect upon termination of such employment. 2.4.5 The payments provided in Section 280G (b) (2) (A) 2.4 shall be made not later than 30 days after the date of the Internal Revenue Code termination of 1986, as amended, and the Proposed Regulations thereundersuch employment. 2.5 All amounts paid to Employee under this Agreement shall be subject to withholding for federal, state, local and Federal Insurance Contributions Act (ii"FICA") For the purposes of this Agreementtaxes and such other payroll deductions as required pursuant to any applicable law and regulation. 2.6 All payments due under any other plan, a Change of Control means (i) the direct program or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) policy of the assets Company including, but not limited to, stock options, stock awards and nonqualified plans shall be paid in accordance with the terms of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesapplicable plan.

Change of Control. Upon a Change in Control, the Company shall: ------------------- (a) Cause 50% of any unexercisable installments of any stock options held by the Officer on the Change of Control that have not expired to become exercisable on the Change of Control; provided, however, that such acceleration -------- ------- of exercisability shall not occur to the extent that: (i) If prior to the termination of this Agreement, there is a Change of Control is intended to be accounted for as a pooling of interests; and (ii) the Company concludes, after consulting with its independent accountants, that such acceleration would prevent the Change of Control transaction from being accounted for as a pooling of interests for financial accounting purposes; and (b) Cause the period after a termination of employment within which any option may be exercised by the Officer in accordance with the provisions of the relevant option agreement and option plan to be extended to twelve months; provided, however, that such term extension of exercisability shall not occur to the --- ------- extent that: (i) the Change of Control is defined hereinintended to be accounted for as a pooling of interests; and (ii) and thereafter the Company concludes, after consulting with its independent accountants, that such extension of exercisability would prevent the Change of Control transaction from being accounted for as a pooling of interests for financial accounting purposes. provided, however, that: (i) the Company's obligation to provide any of the following occur: (a) Executive is placed -------- ------- amounts and benefits set forth in any position of lesser stature than that of a senior executive officer of this Section 1 shall be subject to, and conditioned upon, the Corporations; is assigned duties inconsistent with a senior executive officer Officer's execution, on or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to before the Change of Control, then of a full release of claims satisfactory to the Agreement shall Company releasing the Company and its affiliates, subsidiaries, divisions, directors, employees and agents from any claims arising from or related to the Officer's employment or severance from employment with the Company, including any claims arising from this Agreement, such release to be deemed to have been terminated by substantially in the Corporations otherwise than by reason form of Cause Exhibit A hereto (the --------- "Release"); and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes notwithstanding any other provision of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) Company shall not be obligated to provide any of the assets of GST or amounts and benefits set forth in this Section 1 until any applicable period within which the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding Officer may revoke the GST CompaniesRelease has expired.

Change of Control. (a) Notwithstanding any other provision contained herein, the Employee's Initial Options and other options issued under the Company's share option plans that are not then exercisable shall become exercisable (and be deemed to be vested) on the date on which a (b) If (i) If prior to the termination employment of this Agreementthe Employee is terminated by the Company (or successor thereto) without Serious Cause or (ii) the Employee terminates employment with the Company (or successor thereto) for Good Reason, there is in each case within the period commencing on the date that a Change of Control is formally proposed to the Company's Board of Directors and ending on the first anniversary of the date on which such Change of Control occurs, then the Employee shall be entitled to receive (in lieu of the benefits described in Section 11): (1) any accrued but unpaid salary, (2) a lump sum payment equal to two times such Employee's annual base salary as of the date of termination, (3) any accrued but unpaid bonus from a prior fiscal year, (4) reimbursement of business expenses incurred prior to the date of termination, (5) travel and housing allowances under Section 9 for one year following the date of termination, (6) reasonable relocation expenses from England to the United States, together with (7) a gross up of any excise taxes payable by the Employee by reason of such payments occurring in connection with a Change of Control. The Employee shall not be entitled to any benefits or other entitlements under this section unless a Change of Control actually occurs. (c) A "Change of Control" of the Company shall be deemed to have occurred if, following consummation of the IPO (i) any "person" as such term is defined hereinin Section 3(a)(9) and thereafter as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), excluding the Company or any of the following occur: (a) Executive is placed in its subsidiaries, a trustee or any position of lesser stature than that of a senior executive officer fiduciary holding securities under an employee benefit plan of the CorporationsCompany or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as their ownership 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 40% or more of the combined voting power of the Company's then outstanding securities ("Voting Securities"); is assigned duties inconsistent (ii) during any period of not more than two years, individuals who constitute the Board of Directors of the Company (the "Board") as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a senior executive officer transaction described in clause (i) or duties which(iii) of this sentence) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, if performedcease for any reason to constitute a majority thereof; (iii) the shareholders of the Company approve a merger, consolidation or reorganization or a court of competent jurisdiction approves a scheme of arrangement of the Company, other than a merger, consolidation, reorganization or scheme of arrangement which would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any Voting Securities of the GST Board Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the Boards; (csurviving entity) any breach at least 40% of Paragraph 2 the combined voting power of the Voting Securities of the Company or Paragraphs 4 through 8such surviving entity outstanding immediately after such merger, inclusiveconsolidation, of this Agreement; or reorganization or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes The provisions of this Agreement, a Change Section 12 shall only apply following the consummation of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesan IPO.

Change of Control. (i) If prior Notwithstanding Section 6 above, the following provisions shall apply to the termination Awards in the event of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any prior to the end of the following occur: Performance Period‎: (a) Executive is placed in any position of lesser stature than that In the event of a senior executive officer Change of Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace the PSUs outstanding as of the Corporations; is assigned duties inconsistent Date of the Change of Control on substantially the same terms and conditions (with a senior executive officer such adjustments as may be required or duties whichpermitted by Section 4.6 of the Plan), if performedand such PSUs or replacements therefor shall remain outstanding and be governed by their respective terms, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements subject to Sections 8 (c) and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (d) below. (b) Executive ceases If and to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations extent that the location at which Executive performs his principal duties for the Corporations be outside outstanding PSUs are not continued, assumed or replaced in connection with a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then all unvested PSUs will become immediately vested and non-forfeitable and payable at the Agreement actual performance, determined on the closing date for the Change of Control. (c) If and to the extent that the Awards (i) are not continued, assumed or replaced in connection with a Change of Control, or (ii) are (x) continued, assumed or replaced under the circumstances described in Section 8(a) above, and (y) if within two years after the Change of Control the Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason, then all unvested PSUs shall be deemed to have been terminated earned and payable at the target level of performance. (d) Notwithstanding whether the Awards are continued, assumed or replaced in connection with a Change of Control, if the Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason during the period beginning on the date an agreement is entered into by the Corporations otherwise than by reason of Cause and the Corporations shall pay Company with respect to Executive within five days after notice from Executive to such effecta merger, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) consolidation or similar transaction of the Internal Revenue Code Company, which would constitute a Change of 1986, as amendedControl, and the Proposed Regulations thereundereffective time of such merger, consolidation or similar transaction of the Company, then a pro rata portion of the PSUs shall be earned and payable at the target level of performance. The fraction (subject to a maximum of one (1)) to be used to determine the pro rata vesting level for the PSUs shall have a numerator equal to the number of fiscal months elapsed between Award Date and the date of the Change of Control (rounded up to the nearest whole month), and the denominator of which shall be thirty-six (36). (iie) For the The following definitions shall apply for purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST CompaniesSection 8:

Change of Control. In the event of a Change in Control which results in (ia) If prior to the termination of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any Executive's position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" reduction of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G or (b) a request by the Company or the surviving entity of the transaction that resulted in the Change in Control that Executive relocate outside of the Metropolitan St. Louis area which relocation Executive refuses, then Executive shall receive severance equal to thirty six (236) weeks pay either as a lump sum payment or salary continuance, rather than the severance paid pursuant to paragraph 5(e) above, but conditioned upon Executive's signing, and not revoking, a complete Release of any and all claims. In such case, Company shall pay for nine (A9) of the eighteen (18) months health and dental insurance continuation coverage to which Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985, Public Law 99-272, Title X (COBRA) In addition, the Company agrees to pay for reasonable outplacement services arranged by the Company. Notwithstanding the foregoing, no payment or payments shall be made under this Agreement which would be an "excess parachute payment" as defined in Section 280G(b) of the Internal Revenue Code of 1986, as amended, Payments which would be "excess parachute payments" shall be proportionately reduced so that no portion of any payment shall constitute an "excess parachute payment." For purposes hereof a "Change in Control" of the Company shall be deemed to occur if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Proposed Regulations thereunder. Securities Exchange Act of 1934, as amended (iithe "Exchange Act")), other man (A) For persons who, at the purposes date of this Agreement, are the beneficial owners of 25% or more of the Company's Shares, or (B) a Change group including Shareholder, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of Control means securities of the Company representing fifty percent (i50%) or more of the combined voting power of the Company's then outstanding securities, or (ii) the direct Shareholders of the Company approve a merger or indirect saleconsolidation of the Company with any or customer contacts, leaseor utilizing or disclosing, exchange in whole or in part, the list of the Company's customers, customer contacts, employees, or financial, operational, promotional, marketing, or training information, or from rendering any services to any persons, firm, corporation, association, or other transfer of all entity to whom such list or substantially all (50% information, in whole or more) in part, has been disclosed or is threatened to be disclosed. In the event the Company is successful in any suit or proceeding brought or instituted by the Company to enforce any of the assets provisions of GST or this agreement on account of any damages sustained by the Corporations Company by reason of the violation by the Executive of any of the terms and/or provisions of this agreement to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding be performed by the GST CompaniesExecutive, the Executive agrees to pay the Company reasonable attorney's fees to be fixed by the Court.

Change of Control. (i) If prior to 5.5.1 In the termination event of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of Party (the Corporations; is assigned duties inconsistent with "Target Party") (i) in which a senior executive officer or duties which, if performed, would result in a significant change Party shall not be the surviving entity in the nature or scope event of powersa merger, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; proposed surviving entity (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereofSurviving Entity"), "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect salein which there is an acquisition, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST a Party, or in which there is an acquisition of the rights hereunder upon a liquidation or dissolution of a Party, in each case, the acquiror, or (iii) in which there is a permitted assignment pursuant to Section 15.10, the assignee, shall, prior to such Change of Control, agree in writing to assume all of the existing and future obligations, rights, title and interest of every nature in, to and under this Agreement of the Party in which it is entering into such Change of Control transaction; provided, however, that if the Surviving Entity, the acquiror or the Corporations assignee, as the case may be, does not assume the same in writing prior to any person such Change of Control, this Agreement shall be deemed to have been materially breached just prior to the consummation of the Change of Control by the Target Party. 5.5.2 In the event that a Change of Control is contingent upon or entity results in the Target Party or group Surviving Entity being required by a court, governmental authority or a regulatory authority to sell or otherwise dispose or divest itself of persons its assets, rights or entities acting in concert as a partnership obligations relating to the Collaboration or this Agreement (the "Assets"), the Target Party shall provide written notice of the proposed divestiture to the other group Party (a the "Group of PersonsNon-Target Party") excluding promptly following the GST CompaniesTarget Party's receipt from such court, government authority or Regulatory Authority of all details with respect to such disposition or divestiture. [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2.] If the Non-Target Party does not make a written offer, then the Target Party may sell the Assets without any further obligations under this Section 5.5.

Change of Control. If within one (i1) If prior year of the Change of Control: 1) Employee is no longer Chief Executive Officer reporting to Adaptec's BOD (or on the termination case of this Agreement, there is a Change of Control (as such term is defined hereinin Section 2(h)(i), 2(h)(iii) and thereafter any or 2(h)(iv) of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties whichAdaptec's 2004 Equity Incentive Plan, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions as in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; hereof (b) the "2004 Plan"), the Chief Executive ceases to serve as a member of any Officer of the GST Board parent of Adaptec reporting to the board of directors of such parent); 2) There is a material reduction in Employee's duties or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles responsibilities from the location at which Executive performed such duties immediately those in effect prior to the Change of Control; 3) There is a material reduction, then without Employee's consent, of the annual base and target incentive compensation specified in this letter of agreement; 4) Adaptec's successor after a Change in Control fails to assume this letter of agreement; 5) Employee's employment is terminated without cause by Adaptec or Adaptec's successor; 6) if Employee's position of responsibility is substantially changed; or 7) if Employee's position relocates to more than 25 additional commute miles (one way) and Employee elects to be terminated: Upon signing a Separation Agreement and General Release, Employee shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, receive a lump sum cash one-time payment equal to 2.99 1.5 (one and one-half) times the "annual base amount" pay, 1 (one) times the targeted bonus, COBRA benefits for 1 (one) year, and outplacement assistance as noted in (c 3). Employee will also receive accelerated option vesting as noted in the Change of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) Control provisions of the Internal Revenue Code 2004 Equity Incentive Plan. If the employee has less than one year of 1986service with the Company at time of Change of Control termination, as amended, and then Employee will receive the Proposed Regulations thereunder. greater of a prorated amount of (iid) or the full payment in (c 1-4) whichever is greater. For the purposes of this Agreement, a the term "Change of Control means (i) Control" shall have the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or moresame meaning ascribed thereto in Section 2(h) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies2004 Plan.

Change of Control. If a Party (ithe “Acquired Party”) If prior to the termination of this Agreement, there is undergoes a Change of Control involving a Third Party (as such term is defined herein) and thereafter any the “Acquirer”), then each of the following occur: subsections shall apply: (a) Executive is placed The Acquired Party shall give notice to the other Party(ies) (“Non-Acquired Party”) describing in any position reasonable detail the transaction or series of lesser stature related transactions no later than that 60 days following the closing of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; transaction. (b) Executive ceases The licenses and covenants granted to serve as a member of the Acquired Party and its Subsidiaries will be limited to Products marketed, sold, licensed or publicly announced by the Acquired Party or any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately its Subsidiaries prior to the Change of ControlControl in accordance with the terms and conditions of Sections 3 and 4 (“Existing Licensed Products”), then updates, upgrades, and bug fixes thereto, and new versions thereof that are substantially similar in function and features. The licenses and covenants will not otherwise extend to the Acquirer or any of its Affiliates. By way of example and not limitation, if Apple or Microsoft, directly or indirectly, acquires control of TiVo, except as expressly set forth in the foregoing sentence with respect to Existing Licensed Products, no rights under this Agreement shall (whether by license, covenant or otherwise) would extend to Apple or Microsoft or any of their respective Products. (c) The licenses and covenants granted to the Non-Acquired Party and its Subsidiaries will remain in effect with respect to the Patents of the Acquired Party and its Subsidiaries in accordance with the terms and conditions of Sections 3 and 4. However, no rights, licenses or covenants will be deemed granted to have been terminated by the Corporations Non-Acquired Party or its Subsidiaries with respect to any Patents of the Acquirer or its Subsidiaries (other than Patents of the Acquired Party and its Subsidiaries). (d) Except as otherwise than by reason expressly set forth in this Section 10.1, the licenses and covenants granted to each Party and its Subsidiaries (and permitted successors and permitted assigns) will remain in effect after such Change of Cause Control in accordance with the terms and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" conditions of Executive's compensationthis Agreement. For purposes hereofof this Section 10.1: (1) if TiVo is the Acquired Party, "base amount" shall have Google and Cisco are each the meaning provided in Section 280G (b) Non-Acquired Party, and (2) (A) of if either Google or Cisco is the Internal Revenue Code of 1986Acquired Party, as amended, and TiVo alone is the Proposed Regulations thereunderNon-Acquired Party. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies

Change of Control. (a) Subject to paragraph (c) below, if any person (whether alone or together with any associated person or persons) gains control at any time of the Parent or, following a Permitted Change of Control, the New Holding Company: (i) If prior the Parent, or the New Holding Company, as the case may be, shall promptly notify the Agent upon becoming aware of that event; (ii) the Parties agree to consult in good faith and consider any proposed amendments to the termination of this Agreement, there terms hereof; and (iii) if no agreement is a Change of Control (as such term is defined herein) and thereafter any reached between the Parties within 30 days of the following occur: notification in subparagraph (i) above, if a Lender so requires the Agent shall, by not less than five days’ notice to the Parent cancel the Commitment of that Xxxxxx and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such participations in outstanding Loans, accrued interest and other amounts will become immediately due and payable. (b) For the purpose of paragraph (a) Executive above associated persons means, in relation to any person, a person who is placed acting in any position of lesser stature than concert (as defined in the City Code on Takeover and Mergers) with that of person or is a senior executive officer connected person (as defined in Section 839 of the Corporations; is assigned duties inconsistent with a senior executive officer Income and Corporation Taxes Act 1988) of that person and control means the power (directly or duties whichindirectly) to direct the management and policies of an entity whether through the ownership of voting capital, if performed, would result in a significant change in the nature by contract or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; otherwise. (c) Paragraph (a) above shall not apply to any breach situation in which, as a result of Paragraph 2 any bona fide scheme of arrangement, offer, arrangement or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement reorganisation in respect of the Corporations that Parent and/or the location at Group, one or more companies (the ultimate Holding Company of such companies or corporations being the New Holding Company) are interposed between the Parent and those persons (the Existing Shareholders) which Executive performs his principal duties for are the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties Parent’s shareholders immediately prior to the relevant transaction taking place (the Permitted Change of Control, then ) provided that: (i) the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason New Holding Company (and any of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, its Subsidiaries which is a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) Holding Company of the Internal Revenue Code Parent) becomes an Additional Guarantor within 30 days of 1986, as amended, and the Proposed Regulations thereunder.date on which the Permitted Change of Control comes into effect; and (ii) For the purposes of this Agreement, a Existing Shareholders control the New Holding Company and the Parent after the Permitted Change of Control means occurs. (d) If a Permitted Change of Control occurs, the Parent and the Agent (acting on the instructions of the Majority Lenders) shall enter into negotiations in good faith for a period not exceeding 30 days with a view to agreeing any amendments to this Agreement which are necessary as a result of the Permitted Change of Control. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms. If no amendments have been agreed within such 30 day period, the Parties agree that this Agreement will be amended only to the extent that the Agent (acting on the instructions of the Majority Lenders) reasonably specifies is necessary: (i) to enable the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) New Holding Company and each Subsidiary of the assets New Holding Company which is also a Holding Company of GST or the Corporations Parent to become a party to this Agreement as an Additional Guarantor; and (ii) to reflect any requirements of the law of the jurisdiction in which each such person or entity or group of persons or entities acting in concert as a partnership or other group is incorporated (a "Group of Persons") excluding the GST CompaniesLocal Law), to ensure that each such proposed Additional Guarantor is able to comply with its obligations under this Agreement to the fullest extent permitted by each relevant Local Law.

Change of Control. (ia) If prior to the termination of this Agreement, there is a Change of Control of the Company and, within twelve (12) months following the Change of Control: (i) the Company terminates the Executive’s employment (other than for Cause pursuant to Section 7 (b)); or (ii) the Executive serves notice to terminate his employment in accordance with Section 7(c) with Good Reason, the Company shall, subject to Section 14 (b) below, pay the Agreed Sum to the Executive within one month following the end of the Employment Term and the Agreed Benefits will commence on the Date of Termination. The Agreed Sum shall be payable less any tax or other statutory deductions which the Company is obliged to deduct in line with normal payroll practices and applicable law. (b) The payment of the Agreed Sum and provision of the Agreed Benefits shall be conditional on and in consideration of: (i) the Executive complying with and continuing to comply with his obligations relating to confidentiality, intellectual property and restrictive covenants as set out in Sections 6 and 9 respectively; and (ii) the Executive executing such term is defined hereindocuments in a form reasonably acceptable to the Company as it may require. (c) For the avoidance of doubt, the payment of the Agreed Sum and thereafter provision of the Agreed Benefits shall not affect the Executive’s entitlement to any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties each case for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately period prior to the Change Date of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G Termination): (bi) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder.any accrued but unpaid salary; (ii) For any payment in lieu of accrued but unused holiday; or (iii) the purposes reimbursement of expenses, provided that all claims for reimbursement are submitted within four (4) weeks after the Date of Termination, (d) To the extent that the Agreed Sum is damages (which is not admitted), the parties agree that the terms of this AgreementSection 14 represent a genuine pre-estimate of the loss to the Executive that would arise on termination of the employment in the circumstances described and does not constitute a penalty. The Executive shall, a Change of Control means subject to Section 14 (i) c), accept the direct or indirect sale, lease, exchange or other transfer Agreed Sum in full and final settlement of all or substantially all (50% or more) and any claims that he may have arising out of the assets of GST employment or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesits termination.

Change of Control. (ia) If prior Executive is terminated without Cause, a Termination Date occurs on a June 30 due to non-renewal by the termination Company of the term of this AgreementAgreement under Section 2.1, there is or Executive terminates his employment for Good Reason, in each such case during the one year period following a Change of Control (as such term defined below), then in addition to payments and benefits to which Executive is defined hereinentitled under Section 4.6, Executive also shall receive reimbursement for reasonable (in the discretion of the Company) and thereafter any actual expenses incurred by Executive for six months of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; out-placement services. (b) If a Change of Control shall have occurred: (i) after such Change of Control Executive’s entitlement to Bonus under Section 3.2 may be modified by the new controlling Person in a reasonable manner (not to afford Executive ceases with materially less opportunity to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately earn bonus than existed prior to the Change of Control, then ) so that such Bonus is calculated with reference to a performance-based bonus plan provided by the Agreement new controlling Person; and (ii) after such Change of Control Executive’s entitlement to payments and benefits under Sections 3.3 and 3.4 may be modified by the new controlling Person to entitlement to those benefits generally provided to senior executives of the new controlling Person. (c) A “Change of Control” shall be deemed to have been terminated by occurred if: (i) a change in control has occurred of a nature that would be required to be reported in a proxy statement with respect to the Corporations otherwise than by reason Company (even if the Company is not actually subject to said reporting requirements) in response to Item 6(e) (or any comparable or successor Item) of Cause and Schedule 14A of Regulation 14A promulgated under the Corporations shall pay to Executive within five days after notice from Executive to such effectSecurities Exchange Act of 1934, as liquidated damagesamended (the “Exchange Act”), a lump sum cash payment equal to 2.99 times except that any merger, consolidation or corporate reorganization in which the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) owners of the Internal Revenue Code Company’s capital stock entitled to vote in the election of 1986, as amended, and directors (the Proposed Regulations thereunder.“Voting Stock”) prior to said combination receive 75% or more of the resulting entity’s Voting Stock shall not be considered a change in control for the purposes of this Plan; (ii) For the purposes of this Agreement, a Change of Control means any “person” (ias that term is used in Sections 13(d) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or moreand 14(d)(2) of the assets Exchange Act, excluding any stock purchase or employee stock ownership plan maintained by the Company or a Related Company) becomes the “beneficial owner” (as that term is defined by the Securities and Exchange Commission for purposes of GST Section 13(d) of the Exchange Act), directly or indirectly, of more than 15% of the Corporations to outstanding voting stock of the Company or its successors; or (iii) during any person or entity or group period of persons or entities acting two consecutive years a majority of the Board of Directors no longer consists of individuals who were members of the Board of Directors at the beginning of such period, unless the election of each director who was not a director at the beginning of the period was approved by a vote of at least 75% of the directors still in concert as a partnership or other group (a "Group office who were directors at the beginning of Persons") excluding the GST Companiesperiod.

Change of Control. (a) If Employee’s employment with Employer (as an employee) shall cease for any reason, including Employee’s voluntary termination for “good reason” (as defined in paragraph 6(d) below), but not including Employee’s termination for “cause”(as defined in paragraph 3 (d)) or Employee’s voluntary termination without “good reason”, within two (2) years following a “Change of Control” (as defined in paragraph 6(c)) that occurs during the Period of Employment, then: (i) If prior Employer shall pay to the Employee the greater of (A) 250 percent of the sum of the annual Base Salary in effect at the time of Employee’s termination and the aggregate sum of all payments made to Employee during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan (or equivalent successor plan), or (B) amounts of Base Salary and expected payments under the Management Incentive Plan (or equivalent successor plan) that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee “(as determined in accordance with Internal Revenue Code Section 409A), there the amount determined pursuant to this paragraph 6(a)(i) shall be payable in equal bi-weekly installments over the 12-month period that begins on the first day of the month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled. (ii) Subject to the applicable limitations of Internal Revenue Code Section 409A that apply if Employee is a “specified employee “(as determined in accordance with Internal Revenue Code Section 409A), Employer shall provide Employee with fringe benefits, or the cash equivalents of such benefits, identical to those described in paragraph 4(a) for a period of thirty (30) months following Employee’s termination. (iii) Employer shall treat as immediately exercisable all unexpired stock options issued by Employer and held by Employee that are not otherwise exercisable or that have not been exercised so as to permit Employee to purchase the balance of CBSI Stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right, determined without regard to Employee’s termination of employment. (iv) Employer shall waive all restrictions on any shares of CBSI stock granted to Employee and permit Employee to dispose of such stock. (b) Notwithstanding any provision of this Agreement to the contrary, in the event that any payment or benefit received or to be received by the Employee in connection with a Change of Control (as whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement)(all such term is defined hereinpayments and benefits being hereinafter called “Total Benefits”) would be subject (in whole or in part) to the excise tax imposed pursuant to Internal Revenue Code Section 4999, then the cash severance payments provided in this Agreement shall first be reduced, and the other payments and benefits hereunder shall thereafter any be reduced, to the extent necessary so that no portion of the following occur: Total Benefits will be subject to such excise tax, but only if (ai) Executive is placed greater than or equal to (ii), where (i) equals the reduced amount of such Total Benefits minus the aggregate amount of federal, state and local income taxes on such reduced Total Benefits, and (ii) equals the unreduced amount of such Total Benefits minus the sum of (A) the aggregate amount of federal, state and local income taxes on such Total Benefits, and (B) the amount of excise tax to which the Employee would be subject in any position respect of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; unreduced Total Benefits. (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, For purposes of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside paragraph 6, a radius of 50 miles from the location at which Executive performed such duties immediately prior to the “Change of Control, then the Agreement ” shall be deemed to have been terminated by occurred if: (i) any “person,” including a “group” as determined in accordance with the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A13(d)(3) of the Internal Revenue Code Securities Exchange Act of 19861934 (“Exchange Act”), as amendedis or becomes the beneficial owner, and directly or indirectly, of securities of Employer representing 30% or more of the Proposed Regulations thereunder.combined voting power of Employer’s then outstanding securities; (ii) as a result of, or in connection with, any tender offer or exchange offer, merger or other business combination (a “Transaction”), the persons who were directors of Employer before the Transaction shall cease to constitute a majority of the Board of Directors of Employer or any successor to Employer; (iii) Employer is merged or consolidated with another corporation and as a result of the merger or consolidation less than 70% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of Employer, other than (A) affiliates within the meaning of the Exchange Act, or (B) any party to the merger or consolidation; (iv) a tender offer or exchange offer is made and consummated for the ownership of securities of Employer representing 30% or more of the combined voting power of Employer’s then outstanding voting securities; or (v) Employer transfers substantially all of its assets to another corporation, which is not controlled by Employer. (d) For the purposes of this Agreementparagraph 6, a Change of Control means “good reason” shall mean action taken by Employer that results in: (i) An involuntary and material adverse change in Employee’s authority, duties, responsibilities, or base compensation; (ii) An involuntary relocation of the direct or indirect saleoffice from which Employee is expected to perform his duties, lease, exchange or other transfer if such relocation results in an increase in the driving distance from Employee’s primary residence to the relocated office of all or substantially all (50% 50 miles or more; or (iii) A material breach of this Agreement.. In all cases, Employee must provide notice to Employer of the assets existence of GST a condition described in (i), (ii) or (iii) above within thirty (30) days of the Corporations initial existence of the condition, upon the notice of which Employer shall have thirty (30) days thereafter in which to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding remedy the GST Companiescondition.

Change of Control. If there shall occur a change of control of CNB or the Employer (i) If prior “Change of Control”), the Executive may be assigned such other duties or responsibilities as would be reasonably equivalent under the circumstances and acceptable to the termination Executive in her reasonable discretion. During the first six (6) months following the effective date of this Agreement, there is a Change of Control but not after, Executive may be “terminated without cause due to a Change of Control.” Alternatively, if Executive is retained but not given reasonably equivalent duties and responsibilities, he may resign within six (as such term is defined herein6) and thereafter any months of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer effective date of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result Change of Control expressly citing this reason in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on written resignation. If Executive has been terminated other than For Cause due to a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then Executive shall receive, in lieu of any payments pursuant to Section 3.2, and upon execution of a full and final release by Executive, a one (1) time payment of 1.00 times the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay annual base compensation currently being provided to Executive within five days after notice from Executive pursuant to such effect, this Agreement. If the aggregate present value (determined as liquidated damages, a lump sum cash payment equal to 2.99 times of the "base amount" date of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided Change of Control in accordance with the provisions of Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, amended (the “Code”)) of the severance payment as described in this Section 3.3 and all other payments to the Proposed Regulations thereunder. (ii) For Executive in the purposes nature of this Agreement, compensation which are contingent on a Change change in ownership or effective control of Control means (i) the direct Employer or indirect sale, lease, exchange CNB or other transfer in the ownership of all or substantially all (50% or more) a substantial portion of the assets of GST the Employer or CNB (the Corporations “Aggregate Severance”) would result in a “parachute payment,” as defined under Section 280G of the Code, then the Aggregate Severance shall not be greater than an amount equal to 1.00 multiplied by Executive’s “base amount” for the “base period,” as those terms are defined under Section 280G of the Code. In the event the Aggregate Severance is required to be reduced pursuant to this Section 3.3, the Executive shall be entitled to determine which portions of the Aggregate Severance are to be reduced so that the Aggregate Severance satisfies the limit set forth in the preceding sentence. Notwithstanding any person or entity or group of persons or entities acting provision in concert as a partnership or other group (a "Group of Persons") excluding this Agreement, if the GST CompaniesExecutive may exercise his right to terminate employment under this Section 3.3, the Executive may choose which provision shall be applicable.

Change of Control. (ia) If Notwithstanding any provision in this Agreement to the contrary, in the event of any Change of Control while the Executive is actively employed by the Corporation (or if the Executive's voluntary termination of employment with the Corporation or discharge by the Corporation occurs prior to the termination of this Agreement, there is a Change of Control at the request of any individual or entity acquiring ownership or control of Elco Industries, Inc., or is reasonably shown to be related to a prospective Change of Control), the Corporation shall make a lump sum distribution to the Executive within fourteen days after the earlier to occur of (as such term is defined hereini) the Executive's voluntary termination of employment with the Corporation (including death or Permanent Disability) and thereafter any (ii) the Executive's discharge by the Corporation. The amount of the following occur: (a) Executive is placed lump sum distribution in any position of lesser stature than that either case shall be the present value of a senior executive officer lump sum payment of $665,410 as of the CorporationsExecutive's Benefit Date when discounted at 7 percent (or such other percent as may be determined by the Board of Directors of Elco Industries, Inc., in its sole discretion) per annum; is assigned duties inconsistent with a senior executive officer or duties whichprovided that, notwithstanding the foregoing, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on Executive's Benefit Date precedes the date hereof; on which the lump sum distribution is assigned performance requirements or working conditions which are at variance with made the performance requirements and working conditions in effect on lump sum distribution shall be equal to the Executive's Account balance as of the date hereof; the lump sum distribution is paid, and if the Executive's termination of employment is due to death or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to Permanent Disability arising after the Change of Control, then the Agreement amount of the lump sum distribution shall be deemed the Early Benefit Amount payable pursuant to have been terminated by Article 2 or 3, as is applicable. If the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days dies after notice from Executive becoming entitled to such effect, as liquidated damages, a lump sum cash payment equal distribution but before the distribution is made, such distribution shall be made to 2.99 times the "base amount" of Executive's compensation. For purposes hereofbeneficiary, "base amount" and in the absence of an effective designation of a beneficiary, any such distribution shall have be payable to the meaning provided in Section 280G Executive's duly qualified executor or administrator. (b) If the Executive's employment is terminated after a Change of Control, with or without cause, for any reason other than death or on or after the date on which the Executive attains age sixty-five (2) (A) 65), then, during the three-year period after such termination, the Executive shall be included to the extent eligible thereunder in any and all then existing plans providing general benefits of the Internal Revenue Code Corporation's employees, including but not limited to, group life, hospitalization, disability, medical and dental insurance at the expense of 1986the Corporation, or if such termination renders the Executive ineligible to participate in any group plan, the Corporation will purchase such individual insurance policies or other plans providing benefits at least as amended, and favorable to the Proposed Regulations thereunderExecutive as those provided prior to the termination. (iic) For If the purposes of this Agreement, business conducted by the Corporation shall be discontinued other than in a manner considered a Change of Control means (i) while the direct Executive is actively employed by the Corporation, the Corporation shall make a lump sum distribution to the Executive on or indirect sale, lease, exchange or other transfer prior to the Corporation's discontinuance of all or substantially all (50% or more) business. The amount of the assets lump sum distribution shall be the present value of GST a lump sum payment of $665,410 as of the Executive's Benefit Date when discounted at 7 percent as may be determined by the Board of Directors of Elco Industries, Inc., in its sole discretion) per annum; provided that, notwithstanding the foregoing, if the Executive's Benefit Date precedes the date on which the lump sum distribution is made, the lump sum distribution shall be equal to the Executive's Account balance as of the date the lump sum distribution is paid. If the Executive dies after becoming entitled to such lump sum distribution but before the distribution is made, such distribution shall be made to the Executive's beneficiary, and in the absence of an effective designation of a beneficiary, any such distribution shall be payable to the Executive's duly qualified executor or administrator. (d) Notwithstanding any provision in this Agreement to the Corporations contrary, in the event of any Change of Control while the Executive is not actively employed by the Corporation but is entitled to one or more payments pursuant to this Agreement, the Corporation shall make a lump sum distribution to the Executive within fourteen days after the Change of Control. The amount of the lump sum distribution shall be the present value of the remaining payment(s) when discounted at 7 percent (or such other percent as may be determined by the Board of Directors of Elco Industries, Inc., in its sole discretion) per annum. If the Executive dies after becoming entitled to such lump sum distribution but before the distribution is made, such distribution shall be made to the Executive's beneficiary, and in the absence of an effective designation of beneficiary, any person such distribution shall be payable to the Executive's duly qualified executor or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesadministrator.

Change of Control. (ia) If prior The provisions of Section 5.2 and 5.3 hereof to the termination contrary notwithstanding but subject to the other terms and conditions of this Agreement, there if (i) Executive is terminated by the Company without Cause or Executive resigns his employment for CoC Good Reason (defined below) in either case during the period commencing on a Change of Control and ending on the second anniversary of the Change of Control (such two-year period being the “Protection Period” hereunder), or (ii) Executive reasonably demonstrates that the Company’s termination of Executive’s employment (or event which, had it occurred following a Change of Control, would have constituted CoC Good Reason) prior to a Change of Control was attributable to or intended to facilitate a Change of Control or was at the request of or instigation of a third party who was taking steps reasonably calculated to effect a Change of Control (as such term is defined hereinor otherwise in contemplation of a Change of Control) and thereafter any a Change of Control actually occurs within twelve (12) months of such termination or resignation of Executive ( a “Qualifying Termination”), then, subject to the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working terms and conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; , Executive shall be entitled to receive the following payments and benefits: (i) an amount in cash equal to Executive’s Target Bonus for the year of termination or resignation multiplied by a fraction, the numerator of which is the number of completed days of employment by Executive (dincluding the date of termination or resignation) any requirement during the year of termination or resignation and the denominator of which is 365; (ii) an amount in cash equal to two times the sum of Executive’s annual Base Salary and Target Bonus for the year of termination or resignation, and (iii) continuation of medical, dental and vision benefits until the second anniversary of the Corporations date of such termination or resignation upon the same terms as exist for Executive immediately prior to the termination or resignation date (which benefits shall be considered part of, and not in addition to, any coverage required under COBRA). Following any termination or resignation of Executive’s employment pursuant to this Section 5.5, the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants and any restrictive covenants set forth in any plan, award and agreement applicable to Executive, at law or in equity). Subject to Executive’s execution of the Release described in Section 5.6, the payments described in clauses (i) and (ii) (“Change of Control Severance Pay”) shall be paid in a lump sum within sixty (60) days following Executive’s termination or resignation of employment (or, in the case of a Qualifying Termination that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately occurs prior to the Change of Control, then within sixty (60) days following the Agreement Change of Control). If the Qualifying Termination occurs prior to a Change of Control, in addition to the benefits described in clause (iii) of this Section 5.5(a), Executive shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, paid a lump sum cash payment equal to 2.99 times the "base amount" difference between (I) the applicable premium paid by Executive for continuation of medical benefits under COBRA from the date of the Qualifying Termination through the date of the Change of Control (the “Pre-CIC Coverage Period”) and (II) the amount of the applicable premium that would have been paid by Executive for continuation of medical benefits during the Pre-CIC Coverage Period had the provisions of Section 5.5(a)(iii) been given effect from the date of the Qualifying Termination, which payment shall be made in a lump sum within sixty (60) days following the Change of Control. If (and to the extent) that the benefits provided pursuant to Section 5.5(a)(iii) are taxable to Executive and are subject to Section 409A of the Code, the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses shall not be subject to liquidation or exchange for any other benefit. (b) Payments and benefits under Section 5.5(a) shall not be subject to mitigation or offset, except that medical benefits may be offset by comparable benefits obtained by Executive in connection with subsequent employment. Nothing in this Section 5.5 is intended to result in duplication of benefits provided by other provisions of this Agreement. (c) Anything set forth in any equity plan, equity award or any other provision of this Agreement between the Company and Executive to the contrary notwithstanding, all of Executive's compensation’s outstanding equity grants that were awarded at or prior to the time of the Change of Control shall fully vest upon the occurrence of a Qualifying Termination. (d) The Change of Control Severance Pay shall be in lieu of the Severance Pay otherwise for a termination under Section 5.2 of this Agreement and any other plan or agreement of the Company, whether adopted before or after the date hereof, which provides severance payments or benefits. For purposes hereofthe avoidance of doubt, "base Executive shall not be entitled to payments and benefits under both this Section 5.5 and any other provision of this Section 5 as the result of his termination of employment. (e) If it is determined that any amount" shall have , right or benefit paid or payable (or otherwise provided or to be provided) to Executive by the Company or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning provided in of Section 280G (b) (2) (A) of the Internal Revenue Code Code, subject to the excise tax imposed by Section 4999 of 1986the Code, as amendedamended from time to time (the “Excise Tax”), then the amount of the Payments payable to Executive under this Agreement shall be reduced (a “Reduction”) to the extent necessary so that no portion of such Payments payable to Executive is subject to the Excise Tax. All determinations required to be made under this Section 5.5(e) and the Proposed Regulations thereunderassumptions to be utilized in arriving at such determination, shall be made by an independent, nationally recognized accounting firm mutually acceptable to the Company and Executive (the “Auditor”); provided that in the event a Reduction is required, Executive may determine which Payments shall be reduced in order to comply with the provisions of Section 5.5(e). The Auditor shall promptly provide detailed supporting calculations to both the Company and Executive following any determination that a Reduction is necessary. All fees and expenses of the Auditor shall be paid by the Company. All determinations made by the Auditor shall be binding upon the Company and Executive. (iif) For the purposes of this Agreement, a the term “Change of Control means Control” shall be deemed to have occurred upon the first to occur of the following events: (i) any Person becomes the Beneficial Owner, directly or indirectly, of common stock or voting securities of Huron (not including in the amounts beneficially owned by such Person any common stock or voting securities acquired directly from Huron or its Affiliates) representing 40% or more of the combined voting power of Huron’s then outstanding securities; or (ii) there is consummated a merger or consolidation of Huron or any direct or indirect salesubsidiary of Huron with any Person, leaseother than (A) a merger or consolidation which would result in the voting securities of Huron outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of Huron or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, exchange (B) a merger or consolidation effected to implement a recapitalization of Huron (or similar transaction) after which no Person other transfer than existing security holders is or becomes the Beneficial Owner, directly or indirectly, of securities of Huron (not including in the amount Beneficially Owned by such Person any common stock or voting securities acquired directly from Huron or its Affiliates) representing 50% or more of the combined voting power of Huron’s then outstanding securities, or (C) a merger or consolidation of a subsidiary of Huron that does not represent a sale of all or substantially all (50% or more) of the assets of GST Huron; or (iii) the shareholders of Huron approve a plan of complete liquidation or dissolution of Huron (except for a plan of liquidation or dissolution effected to implement a recapitalization of Huron addressed in (ii) above); or (iv) there is consummated an agreement for the Corporations sale or disposition of all or substantially all of the assets of Huron to a Person, other than a sale or disposition by Huron of all or substantially all of the assets of Huron to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of Huron. Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any person transaction or series of integrated transactions immediately following which the record holders of the common stock of Huron immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or group substantially all of persons the assets of Huron immediately following such transaction or entities acting in concert as a partnership or other group (a "Group series of Persons") excluding the GST Companiestransactions.

Change of Control. (i) If prior to the termination of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a "Change of Control" shall be deemed to have taken place if: (i) any person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the owner or beneficial owner of Company securities, after the date of this Agreement, having 15% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company, or open market purchases approved by the Board, as long as the majority of the Board approving the purchases is the majority at the time the purchases are made), or (ii) the persons who were directors of the Company before such transactions shall cease to constitute a majority of the Board of the Company, or any successor to the Company, as the direct or indirect 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. (b) The Company and the Executive hereby agree that, if the Executive is affiliated with the Company on the date on which a change of Control occurs (the "Change of Control means Date") the Company (or, if the Executive is affiliated with a subsidiary, the subsidiary) will continue to retain the Executive and the Executive will remain affiliated with the Company (or subsidiary), for the period commencing on the Change of Control Date and ending on the second anniversary of such date, to exercise such authority and perform such executive duties as are commensurate with the authority being exercised and duties being performed by the Executive immediately prior to the Change of Control Date. If after a Change of Control the Executive is requested, and, in his sole and absolute discretion, consents to change his principal business location, the Company will reimburse the Executive for his reasonable relocation expenses, including without limitation, moving expenses, temporary living and travel expenses for a reasonable time while arranging to move his residence to the changed location, closing costs, if any, associated with the sale of his existing residence and the purchase of a replacement residence at the changed location, plus an additional amount representing a gross-up of any state or federal taxes payable by the Executive as a result of any such reimbursements. If the Executive shall not consent to change his business location, the Executive may continue to provide the services required of him hereunder in Poughkeepsie, New York and the Company shall continue to maintain an office for the Executive at that location commensurate with the Company's office prior to the Change of Control Date. (c) During the remaining term hereof after the change of Control Date, the Company (or subsidiary) will (i) continue to pay the Executive a salary at not less than the level applicable to the Executive on the Change of Control Date, (ii) pay the Executive bonuses in amounts not less in amount than those paid during the twelve month period preceding the Change of Control Date, and (iii) continue employee benefit programs as to the Executive at levels in effect n the Change of Control Date (but subject to such reductions as may be required to maintain such plans in compliance with applicable federal law regulating employee benefit programs). (d) If during the remaining term hereof after the Change of Control Date (i) the direct Executive's employment is terminated by the Company (or indirect salesubsidiary), leaseor (ii) there shall have occurred a material reduction in the Executive's compensation or employment related benefits, exchange or a material change in the Executive's status, working conditions, management responsibilities or titles, and the Executive voluntarily terminates his relationship with the Company within 60 days of any such occurrence, or the last in a series of occurrences, then Executive shall be entitled to receive, subject to the provisions of subparagraphs (e) and (f) below, a lump sum payment equal to 100% of Executive's "base period income" as determined under (e) below. Such amount will be paid to the Executive within 15 business days after his termination of affiliation with the Company. (e) The Executive's "base period income" shall be his base salary and annual incentive bonuses paid or payable to him during or with respect to the 12-month period preceding the date of his termination or affiliation. If the Executive has not been affiliated for 12 months at the time of his termination of affiliation, his "base period income" shall be his annualized base salary at the rate then in effect and any annual incentive bonus paid to the Executive prior to the date of his termination of affiliation or payable to the Executive with respect to his period of affiliation. (f) The amounts payable to the Executive under any other transfer of all compensation arrangement maintained by the Company (or substantially all (50% or morea subsidiary) which became payable after payment of the assets of GST lump sum provided for in (d), upon or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group result of the exercise by the Executive of rights which are contingent on a Change of Control (and would be considered a "Group parachute payment" under Internal Revenue Code Section 280G and regulations thereunder), shall be increased by an additional amount representing a gross-up of Persons"any federal income tax liability arising from an excess parachute payment or otherwise. If the Executive has not been affiliated with the Company (or a subsidiary of the Company) excluding during one or more calendar years immediately preceding the GST CompaniesChange of Control Date, this paragraph (f) shall not apply. (g) In the event of a proposed Change in Control, the Company will allow the Executive to participate in all meetings and negotiations related thereto.

Change of Control. In the event of (i1) If prior to the termination of this Agreement, there is a Change of Control (as such term is defined hereinbelow) of The PBSJ Corporation or of Post, Xxxxxxx, Xxxxx & Xxxxxxxx, Inc. (“PBSJ Inc.) and thereafter any (2) the termination of the following occur: Employee’s employment by the Corporation or any successor thereto for any reason other than for Cause (aas defined below), or the voluntary termination by the Employee of his employment hereunder for Good Reason (as defined below) Executive is placed at any time at least six months after the effective date of the Change in any position Control, all of lesser stature than that the terms and conditions of the Agreement, as amended, shall remain in full force and effect, and shall be binding upon the Corporation. In the event of a senior executive officer of termination for Cause under this paragraph, the Corporations; is assigned duties inconsistent with a senior executive officer Corporation shall have no further obligation under this Agreement to make any payments to, or duties whichbestow any benefits on, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on Employee from and after the date hereof; is assigned performance requirements of said termination, other than payments or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties benefits accrued for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately him prior to the date of said termination. For purposes of this paragraph, a “Change of in Control, then the Agreement ” shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to taken place if: (a) any person (as such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided term is used in Section 280G (b13(d) (2) (Aand 14(d) of the Internal Revenue Code Securities Exchange Act of 19861934, as amended, but excluding the Corporation, any of its subsidiaries, The PBSJ Corporation Profit Sharing Trust and The PBSJ Corporation Employee Stock Ownership Plan and Trust), should acquire direct or indirect ownership of 80% or more of the Proposed Regulations thereunder.voting power of the then outstanding securities of The PBSJ Corporation or PBSJ Inc. by any means whatsoever; or (iib) For the purposes shareholders of this Agreement, a Change The PBSJ Corporation or PBSJ Inc. should approve any one of Control means the following transactions: (i) the direct or indirect sale, lease, exchange or other transfer (in one transaction or a series of all related transactions or a series of related transactions) of all, or substantially all (50% or more) of all, the assets of GST The PBSJ Corporation or PBSJ Inc.; or (ii) any consolidation or merger of The PBSJ Corporation or PBSJ Inc., as the Corporations case may be, is not the surviving corporation, other than a merger of The PBSJ Corporation or PBSJ Inc. in which the holders of the common stock of The PBSJ Corporation or PBSJ Inc. immediately prior to the merger have the same proportionate ownership of the surviving corporation immediately after the merger. For purposes of this paragraph, Cause shall mean (1) fraud or misappropriation of corporate funds; or (2) conviction of a felony involving moral turpitude and such conviction is no longer subject to direct appeal. For purposes of this paragraph, “Good Reason” shall be deemed to exist under any person of the following circumstances: (a) the employee has been assigned any duties inconsistent with his position, duties, responsibilities and status with the Corporation immediately prior to the effective date of the Change in Control (the “Effective Date”), or entity has been assigned reporting responsibilities, titles or group offices of persons a lesser scope than those in effect immediately prior to the Effective Date, or entities acting he has been removed from, or not re-elected to, any of such positions, except in concert connection with the termination of his employment for Cause; (b) the Corporation has reduced the Employee’s base salary as a partnership in effect immediately prior to the Effective Date or has failed to give him annual salary increases consistent with performance review ratings as compared with other group employees of the same or similar rank; (a "Group c) the Corporation has required the Employee to be based at any office or location other than that at which the Employee is based at the Effective Date, except for travel reasonably required in the performance of Persons"the Employee’s responsibilities; (d) excluding the GST CompaniesCorporation has failed to comply with any provision of this Agreement.

Change of Control. (i) If prior to In the termination of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that event of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement Options shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause immediately become fully vested and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensationexercisable. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, and the Proposed Regulations thereunder. (ii) For the purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if, after the Effective Date of this Agreement, there shall have occurred any of the following: (i) any “person,” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or a Group Affiliate, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, acquires beneficial ownership (as defined under Section 13(d) of the Exchange Act) of voting securities of the Company and immediately thereafter is a “50% Beneficial Owner.” For purposes of this provision, a “50% Beneficial Owner” shall mean a person who is the “beneficial owner” (as defined under Section 13(d) of the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then-outstanding voting securities; provided, however, that the term “50% Beneficial Owner” shall not include any person who was a Xxxxxx X. Xxxxxx – First Amended and Restated Employment Agreement 5 beneficial owner of outstanding voting securities of the Company at the Effective Date (an “Existing Shareholder”), including any group that may be formed which is comprised solely of Existing Shareholders or any affiliate of an Existing Shareholder to whom voting securities may be transferred if and for so long as the Existing Shareholder remains an indirect beneficial owner of the voting securities following such transfer, unless and until such time after the Effective Date as any such Existing Shareholder shall have acquired beneficial ownership (other than by means of a stock dividend, stock split, gift, inheritance or receipt of securities in compensation for individual services as a director or officer of the Company) of any additional voting securities of the Company; (ii) during any period of two (2) consecutive years commencing on or after the Effective Date, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a “person” (as defined above) who has entered into an agreement with the Company to effect a transaction described in subsections (i), (iii) or (iv) of this definition) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the “Continuing Directors”), cease for any reason to constitute at least a majority thereof; (iii) the shareholders of the Company have approved a merger, consolidation, recapitalization, or reorganization of the Company, or a reverse stock split of any class of voting securities of the Company, or the consummation of any such transaction if shareholder approval is not obtained, other than any such transaction which would result in at least 50% of the combined voting power of the voting securities of the Company or the surviving entity outstanding immediately after such transaction being beneficially owned by persons who together beneficially owned at least 80% of the combined voting power of the voting securities of the Company outstanding immediately prior to such transaction with the relative voting power of each such continuing holder compared to the voting power of each other continuing holder not substantially altered as a result of the transaction; provided that, for purposes of this Section 2.7(b)(iii), such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such 50% threshold (or to substantially preserve such relative voting power) is due solely to the acquisition of voting securities by an employee benefit plan of the Company or Group Affiliate, such surviving entity or a subsidiary thereof; and provided further, that, if consummation of the corporate transaction referred to in this Section 2.7(b)(iii) is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency or approval of the shareholders of another entity or other material contingency, no Change of Control means shall occur until such time as such consent and approval has been obtained and any other material contingency has been satisfied; or (iiv) the direct shareholders of the Company have approved a plan of complete liquidation of the Company or indirect sale, lease, exchange an agreement for the sale or other transfer disposition by the Company of all or substantially all (50% or more) of the Company’s assets (or any transaction having a similar effect); provided that, if consummation of GST the transaction referred to in this Section 2.7(b)(iv) is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency or approval of the Corporations to any person or shareholders of another entity or group other material contingency, no Change of persons or entities acting in concert Control shall occur until such time as a partnership or such consent and approval has been obtained and any other group (a "Group of Persons") excluding the GST Companiesmaterial contingency has been satisfied.

Change of Control. Immediately following a Change of Control, all unvested Options shall terminate; provided, however, that (i) If all unvested Tranche 1 Options, (ii) if there shall have occurred a Tranche 2 Non-Liquidity Vesting Event, all unvested Tranche 2 Options and (iii) if there shall have occurred a Tranche 3 Non-Liquidity Vesting Event, all unvested Tranche 3 Options, at the option of the Board, shall either (a) be replaced by a package of equivalent economic value, as determined by the Board, or (b) immediately vest and become fully exercisable prior to such Change of Control on a basis that gives the termination holder of this Agreementthe Option a reasonable opportunity, there is as determined by the Board, to participate as a stockholder in the Change of Control transaction following exercise, and the Option will terminate upon consummation of the Change of Control transaction; and provided further however, that in the event of a Change of Control (as such term Transaction which is defined herein) a Tranche 3 Liquidity Vesting Event all unvested Tranche 1 Options shall immediately vest and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately become fully exercisable prior to the such Change of Control. In the case the Board shall propose a package of equivalent economic value pursuant to the first proviso of the immediately preceding sentence, then if the Agreement shall be deemed Optionee delivers a written notice objecting to have been terminated by the Corporations otherwise than by reason value of Cause and the Corporations shall pay to Executive such proposed package within five days after of receiving a notice from Executive to of such effectdetermination, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" value of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) such proposed package and of the Internal Revenue Code of 1986unvested Tranche 1 Options, as amended, the unvested Tranche 2 Options and unvested Tranche 3 Options will be determined by a mutually acceptable “bulge bracket” independent investment bank. In the event the Company and the Proposed Regulations thereunderOptionee are unable to reach agreement upon a mutually acceptable “bulge bracket” investment bank within 20 days of such notice, the Company and the Optionee shall each select a “bulge bracket” investment bank within 25 days of such notice which two investment banks shall select a third “bulge bracket” investment bank to make such determination within 5 days of their selection. The costs and expenses of such investment banks shall be shared equally by the Company and the Optionee. (ii) For the purposes of this Agreement, a Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companies

Change of Control. (a) The provisions of Section 6.1 and 6.2 hereof to the contrary notwithstanding, if (i) If prior to Executive is terminated by the termination of this Agreement, there is Company without Cause or Executive resigns for CoC Good Reason (defined below) in either case during the period commencing on a Change of Control (as such term is defined hereinbelow) and thereafter any ending on the second anniversary of the Change of Control (such two-year period being the “Protection Period” hereunder), or (ii) Executive reasonably demonstrates that the Company’s termination of Executive’s employment (or event which, had it occurred following occura Change of Control, would have constituted CoC Good Reason) prior to a Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Change of Control (or otherwise in contemplation of a Change of Control) and a Change of Control actually occurs, (each a “Qualifying Termination”), then Executive shall be entitled to receive: (aA) Executive an amount in cash equal to the then-prevailing target amount of Executive’s Annual Bonus (“Target Bonus”) during the year of termination multiplied by a fraction, the numerator of which is placed the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365, (B) an amount in any position cash equal to two (2) times the sum of lesser stature than that Executive’s annual Base Salary and annual Target Bonus, and (C) continuation of a senior executive officer medical benefits until the second anniversary of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in date of such termination upon the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status same terms as a senior executive officer; (b) exist for Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change termination date. Following any termination described in this Section 6.4, the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants and any restrictive covenants set forth in any plan, award and agreement applicable to Executive, at law or in equity). Subject to the Executive’s execution of Controlthe Release described in Section 10.1, then the Agreement amounts described in (A) and (B) shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, paid in a lump sum cash payment equal within ten (10) days after the date of termination. Such amounts or benefits shall not be subject to 2.99 times mitigation or offset, except that medical benefits may be offset by comparable benefits obtained by Executive in connection with subsequent employment. (b) Anything set forth in any equity plan, equity award or any other provision of this Agreement between the "base amount" Company and Executive to the contrary notwithstanding, all of Executive's compensation. For purposes ’s outstanding equity grants that were awarded at or prior to the time of the Change of Control shall fully vest upon the occurrence of a Qualifying Termination. (c) The compensation and benefits described in Section 6.4(a) and 6.4(b) shall be in lieu of compensation and benefits provided otherwise for a termination under Section 6.2 of this Agreement and any other plan or agreement of the Company, whether adopted before or after the date hereof, "base which provides severance payments or benefits. (d) If it is determined that any amount" shall have , right or benefit paid or payable (or otherwise provided or to be provided) to Executive by the Company or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 6.4(d) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning provided in of Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amendedamended from time to time (the “Code”), subject to the excise tax imposed by Section 4999 of the Code, as amended from time to time (the “Excise Tax”), and the Proposed Regulations thereunderpresent value of such Payments (calculated in a manner consistent with that set forth in the applicable regulations promulgated under Section 280G of the Code) is equal to or less than 10% greater than the threshold at which such amount becomes an “excess parachute payment,” then the amount of the Payments payable to the Executive under this Agreement shall be reduced (a “Reduction”) to the extent necessary so that no portion of such Payments payable to the Executive is subject to the Excise Tax. In the event it shall be determined that the amount of the Payments payable to the Executive is more than 10% greater than the threshold at which such amount becomes an “excess parachute payment,” then the Executive shall be entitled to receive an additional payment from the Company (a “Gross-Up Payment”) in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment (and any interest and penalties imposed with respect thereto), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax (including any interest and penalties imposed with respect thereto) imposed upon the Payments. All determinations required to be made under this Section 6.4(d), including whether and when a Gross-Up Payment or a Reduction is required, the amount of such Gross-Up Payment or Reduction and the assumptions to be utilized in arriving at such determination, shall be made by an independent, nationally recognized accounting firm mutually acceptable to the Company and the Executive (the “Auditor”); provided that in the event a Reduction is determined to be required, the Executive may determine which Payments shall be reduced in order to comply with the provisions of Section 6.4(d). The Auditor shall promptly provide detailed supporting calculations to both the Company and Executive following any determination that a Reduction or Gross-Up Payment is necessary. All fees and expenses of the Auditor shall be paid by the Company. Any Gross-Up Payment, as determined pursuant to this Section 6.4(d), shall be paid by the Company to the Executive within 5 days of the receipt of the Auditor’s determination. All determinations made by the Auditor shall be binding upon the Company and the Executive; provided that if, notwithstanding the Auditor’s initial determination, the Internal Revenue Service (or other applicable taxing authority) determines that an additional Excise Tax is due with respect to the Payments, then the Auditor shall recalculate the amount of the Gross-Up Payment or Reduction Amount, if applicable, based upon the determinations made by the Internal Revenue Service (or other applicable taxing authority) after taking into account any additional interest and penalties (the “Recalculated Amount”) and the Company shall pay to the Executive the excess of the Recalculated Amount over the Gross-Up Payment initially paid to the Executive or the amount of the Payments after the Reduction, as applicable, within 5 days of the receipt of the Auditor’s recalculation the Gross-Up Payment. (iie) For the purposes of this Agreement, Section 6.4 (and distinguished from a “Qualified Change of Control means (i) Control” provided under certain other circumstances under the direct or indirect saleAgreement), lease, exchange or other transfer the term “Change of all or substantially all (50% or more) Control” shall be deemed to have occurred upon the first to occur of any event set forth in any one of the assets following paragraphs of GST or the Corporations to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons") excluding the GST Companiesthis Section 6.4(e):

Change of Control. 15.1 If at any time during the Term, (a) individuals who presently constitute the Board of Directors of the Corporation, or who have been recommended for election to the Board by at least two-thirds of the Board consisting of individuals who are either presently on the Board or are such recommended successors, cease for any reason to constitute at least a majority of such Board or (b) both of the following occur (i) If prior to any person or entity or group of affiliated persons or entities who are not the termination owners of this Agreement, there is a Change of Control (as such term is defined herein) and thereafter any at least 15% of the following occur: outstanding shares of voting securities of the Corporation on the date hereof acquire more than 25% of the outstanding shares of the Corporation's voting securities, and (ii) Executive remains employed by the Corporation for a period of 180 days after the occurrence of the acquisition described in clause (b)(i), (the events in clause (a) Executive is placed in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases being hereafter referred to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the "Change of Control") and Executive gives written notice to the Corporation within 30 days after conclusion of the 180 day period described in clause (b)(ii) of his election to terminate his employment hereunder, then the Agreement shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause and the Corporations Corporation shall pay to Executive within five 15 days after notice from Executive to Executive's delivery of such effectnotice, as severance pay and liquidated damages, in lieu of any other rights or remedies which might otherwise be available to him under this Agreement, and without mitigation of any kind or amount, whether or not Executive shall seek or accept other employment, a lump sum cash payment equal in amount to 2.99 times (i) the "base amount" sum of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) the annual Base Salary payable to Executive under Section 5.1; and (B) One Year's Annual Bonus as defined in Section 13.7(a)(i); (ii) multiplied by three. In addition, the amount of retirement benefits which would be payable to Executive if he had retired on the date of such Change of Control shall be paid in full in a lump sum. The health benefits provided for Executive by the Corporation on the date of Change of Control shall continue to be provided for 18 months thereafter at the Corporation's expense. The payments provided for in this Section 15.1 shall be paid in full, without discount to present value. 15.2 If it shall be determined that any amount payable under Section 15.1 by the Corporation to or for the benefit of Executive (a "Base Payment") would be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amendedamended (the "Code"), then Executive shall be entitled to receive an additional payment (the "Gross-Up Payment") in an amount such that the net amount retained by Executive, after the calculation and deduction of any Excise Tax on the Base Payment shall be equal to the Base Payment, less any federal, state and local income taxes. The Gross-Up Payment shall be reduced by income or Excise Tax withholding payments made by the Corporation to any federal, state or local taxing authority with respect to the Gross-Up Payment that was not deducted from compensation payable to the Executive. All determinations required to be made under this Section 15.2, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, and the Proposed Regulations thereunderassumptions to be utilized in arriving at such determination, except as specified above, shall be made by a national recognized public accounting firm selected by the Corporation (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Corporation and Executive within fifteen business days after the receipt of notice from Executive that there should be a Gross-Up Payment. The determination of tax liability made by the Accounting Firm shall be subject to review by Executive's tax advisor, and, if Executive's tax advisor does not agree with the determination reached by the Accounting Firm, then the Accounting Firm and Executive's tax advisor shall jointly designate another nationally recognized public accounting firm, which shall make the determination. All fees and expenses of the accountants retained by the Corporation or jointly designated and retained shall be borne by the Corporation. Any determination by a jointly designated public accounting firm shall be binding upon the Corporation and Executive. 15.3 In the event of (i) Executive's death; (ii) For termination of Executive's employment by reason of permanent disability as provided in Section 13.2; (iii) the purposes termination of this Agreement, a Executive's employment by the Corporation other than for cause; (iv) the termination of Executive's employment by the Corporation by Executive for "good reason"; (v) Change of Control means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of GST Corporation as defined in Section 15.1, or the Corporations to (vi) any person or entity or group of affiliated persons or entities acting who are not the owners of at least 15% of the outstanding shares of voting securities of the Corporation on the date hereof, acquiring more than 25% of the outstanding shares of the Corporation's voting securities (each of the events referred to in concert as a partnership or other group clauses (a i) - (vi) being an "Group Accelerated Vesting Event"), all unexpired options to purchase shares of Persons") excluding the GST CompaniesCorporation's Common Stock and stock equity grants owned by Executive on the date of the Accelerated Vesting Event shall, if unvested, vest fully on the date of the Accelerated Vesting Event notwithstanding any vesting provisions of such options. All options and stock equity grants hereafter granted by the Corporation shall provide for accelerated vesting pursuant to this Section 15.3.

Change of Control. (A) Upon a Change of Control: (i) If prior the Obligor shall promptly notify the Facility Agents upon becoming aware of the occurrence of that event; (ii) if the Majority Senior Lenders or the Majority Junior Lenders so require, the Facility Agents shall, on not less than 30 days written notice to Kosmos, cancel the Total Senior Commitments or, as the case may be, the Total Junior Commitments and the Borrower shall repay each Lender’s participation in any Utilisations on the last day of the then current relevant period under the Senior Facilities or, as the case may be, the Junior Facilities together with accrued interest and all other amounts accrued under the Finance Documents; and (iii) subject to paragraph (ii) above, a Lender shall be entitled to, on not less than 30 days written notice to the termination of this Agreementrelevant Facility Agent and Kosmos, there is a Change of Control (as such term is defined herein) and thereafter any of the following occur: (a) Executive is placed in any position of lesser stature than demand that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change its participation in the nature or scope Facilities be prepaid in full and that its Commitment be immediately cancelled. Without prejudice to the Borrower’s obligation to prepay a Lender as aforesaid, Kosmos shall be entitled, in accordance with paragraph (B) of powersclause 10.10 (Right of repayment and cancellation in relation to a single Lender), authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis to replace that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board Lender or the Boards; transfer of its participation and Commitment to another Lender (cwith that Lender’s consent) any breach of Paragraph 2 within such 30 day period rather than prepaying and cancelling its participation and commitment provided that such replacement or Paragraphs 4 through 8transfer is completed within the relevant notice period given by the relevant Lender. If such replacement or transfer does not occur within the relevant period, inclusive, of this Agreement; or (d) any requirement of that Lender’s participation in the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties immediately prior to the Change of Control, then the Agreement Facilities shall be deemed to have been terminated by the Corporations otherwise than by reason of Cause immediately due and the Corporations shall pay to Executive within five days after notice from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided payable in Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended, full and the Proposed Regulations thereunderits Commitment immediately cancelled. (iiB) For the purposes of this Agreementparagraph (A) above, a “Change of Control means Control” shall occur if: (i) prior to an IPO, the direct Shareholders and Permitted Transferees cease, directly or indirect saleindirectly, lease, exchange or other transfer of all or substantially all (50% or more) to beneficially own at least 50.1 per cent of the assets ordinary share capital carrying a right to vote in general meetings of GST both Kosmos and the Sponsor; or (ii) after an IPO, the Shareholders and Permitted Transferees cease, directly or indirectly, to beneficially own at least 35 per cent of the ordinary share capital carrying a right to vote in general meetings of both Kosmos and the Sponsor; or (iii) at any time, any person (together with their Affiliates or persons with whom they act in concert), directly or indirectly, beneficially own more of the ordinary share capital carrying a right to vote in general meetings of Kosmos or the Corporations to Sponsor other than the Shareholders and Permitted Transferees (together with their Affiliates). (C) For the purposes of paragraph (B) above, any persons includes more than one person or entity or group of persons or entities acting in concert and a “Permitted Transferee” means: (i) an Affiliate of a Shareholder or the Sponsor, so long as they remain an Affiliate; or (ii) a partnership person who is otherwise approved by the Majority Lenders (acting reasonably) provided that any Lender which does not grant its approval may, on not less than 30 days written notice to the relevant Facility Agent and Kosmos, demand that its participation in the Facilities be prepaid in full and that its Commitment be immediately cancelled, provided that Kosmos may, in accordance with paragraph (B) of clause 10.10 (Right of repayment and cancellation in relation to a single Lender), procure the replacement of that Lender or other group the transfer of its participation and Commitment to another Lender (a "Group of Persons"with that Lender’s consent) excluding rather than such prepayment and cancellation provided that such replacement or transfer is completed within the GST Companiesrelevant notice period given by the relevant Lender. If such replacement or transfer does not occur within the relevant period, that Lender’s participation in the Facilities shall be immediately due and payable in full by the Borrower and its Commitment immediately cancelled.

Change of Control. In the event a Change in Control or Hostile Takeover, as defined in the Plan (icollectively a "Change of Control"), occurs on or before August 22, 2003, Fifty Percent (50%) If prior of any unvested stock options and Restricted Stock granted to the termination of this Agreement, there is a Change of Control (as such term is defined herein) Executive shall accelerate and thereafter any of the following occur: (a) Executive is placed vest in any position of lesser stature than that of a senior executive officer of the Corporations; is assigned duties inconsistent with a senior executive officer or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect on the date hereof; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (b) Executive ceases to serve as a member of any of the GST Board or the Boards; (c) any breach of Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any requirement of the Corporations that the location at which Executive performs his principal duties for the Corporations be outside a radius of 50 miles from the location at which Executive performed such duties full immediately prior to the Change of Control, then provided the Agreement shall be deemed to have been terminated Executive remains employed by the Corporations otherwise than by reason Company on the date of Cause and such Change of Control. Any remaining unvested stock options granted to the Corporations Executive shall pay to Executive within five days after notice vest in equal monthly installments over a period of twelve months from Executive to such effect, as liquidated damages, a lump sum cash payment equal to 2.99 times the "base amount" of Executive's compensation. For purposes hereof, "base amount" shall have the meaning provided in Section 280G (b) (2) (A) date of the Internal Revenue Code Change of 1986Control, as amendedprovided the Executive remains employed by the Company on such vesting dates. If (i) the Executive is terminated other than for Cause, and the Proposed Regulations thereunder. Disability or death, or (ii) For he terminates his employment for Good Reason, within 60 days prior to the purposes announcement of this Agreement, a Change of Control means or within twelve months from the effective date of the Change of Control, then all unvested stock options granted to the Executive shall accelerate and vest in full and Executive shall receive a lump sum payment equal to Salary for a period of twelve (i12) months, at the direct or indirect saleannualized rate in effect on the date of termination, lease, exchange or other transfer of all or substantially all payable as provided for in Exhibit A hereto (50% or moresuch payment shall be in addition to any payment owed pursuant to paragraph (b) of this Section 10 and conditioned upon the assets Executive's execution and conditioned upon the Executive's execution and delivery to the Company of GST or a general release substantially in the Corporations form attached hereto as Exhibit A). If a Change of Control occurs after August 22, 2003, then all unvested stock options and Restricted Stock granted to any person or entity or group the Executive shall accelerate and vest in full immediately prior to the Change of persons or entities acting in concert as a partnership or other group (a "Group Control, provided the Executive remains employed by the Company on the date of Persons") excluding the GST Companiessuch Change of Control.