Common use of Compensation After Termination of Employment Clause in Contracts

Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to Section 1.4 of this Agreement), Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health, life and disability insurance coverage ("Insurance Coverage"), continuation at the cost of Company of Employee's coverage thereunder (subject to such changes in coverage as shall apply to Company's employees generally) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgment, for the portion of any fiscal year prior to the termination date ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the Severance Period. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance satisfactory to the Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, (Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company, and (ii) Employee shall be in compliance with all of Employee's obligations which survive termination hereof, including without limitation those arising under Sections 3 and 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. Except as expressly provided above or in the Compass Stock Option Plan, no fringe or other employee benefits shall be payable during or after the Severance Period.

Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to Section SECTION 1.4 of this Agreement), Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health, life and disability insurance coverage ("Insurance Coverage"), continuation at the cost of Company of Employee's coverage thereunder (subject to such changes in coverage as shall apply to Company's employees generally) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgment, for the portion of any fiscal year prior to the termination date ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the Severance Period. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance satisfactory to the Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, (Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company, and (ii) Employee shall be in compliance with all of Employee's obligations which survive termination hereof, including without limitation those arising under Sections SECTIONS 3 and AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-full- time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. Except as expressly provided above or in the Compass Stock Option Plan, no fringe or other employee benefits shall be payable during or after the Severance Period.

Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to Section 1.4 SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance the amount of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health, life and disability health insurance coverage ("Insurance Coverage")coverage, continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generallygenerally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgmentjudgement, for the portion period of any partial fiscal year prior to immediately preceding the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (iiB)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first sixty (60) days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the CompanyCompany (but not inconsistent with this Agreement), which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, employment (Y) a covenant by Employee but excluding claims for indemnification for third party claims pursuant to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under Sections SECTIONS 3 and AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. Except as expressly provided above or in the Compass Stock Option Plan, no fringe or other employee benefits shall be payable during or after the Severance Period.basis

Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to Section 1.4 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance the amount of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health, life and disability health insurance coverage ("Insurance Coverage")coverage, continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generallygenerally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgmentjudgement, for the portion period of any partial fiscal year prior to immediately preceding the termination date in accordance with Section 2.2. above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (iiB)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with Section 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the CompanyCompany (but not inconsistent with this Agreement), which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, employment (Y) a covenant by Employee but excluding claims for indemnification for third party claims pursuant to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaw), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under Sections 3 and 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be Cause (except for the payments required to seek other employment during the Severance Periodunder Section 2.1). Except as expressly provided above or in the Compass Stock Option Planabove, no fringe or other employee benefits shall be payable during or after the Severance Period.

Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to Section 1.4 SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate her employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance the amount of his her Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health, life and disability health insurance coverage ("Insurance Coverage")coverage, continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependent coverage is then in effect, her covered dependents (subject to such changes in coverage as shall apply to Company's employees generallygenerally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his her pro rated bonus, as determined by the Compensation Committee in its good faith judgmentjudgement, for the portion period of any partial fiscal year prior to immediately preceding the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (iiB)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first sixty (60) days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the CompanyCompany (but not inconsistent with this Agreement), which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, employment (Y) a covenant by Employee but excluding claims for indemnification for third party claims pursuant to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under Sections SECTIONS 3 and AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 sixty (60) days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. Except as expressly provided above or in the Compass Stock Option Plan, no fringe or other employee benefits shall be payable during or after the Severance Period.intended

Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to Section 1.4 SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance the amount of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health, life and disability health insurance coverage ("Insurance Coverage")coverage, continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependant coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generallygenerally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgmentjudgement, for the portion period of any partial fiscal year prior to immediately proceeding the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (iiB)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the CompanyCompany (but not inconsistent with this Agreement), which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, employment (Y) a covenant by Employee but excluding claims for indemnification for third party claims pursuant to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under Sections SECTIONS 3 and AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. Except as expressly provided above or in the Compass Stock Option Plan, no fringe or other employee benefits shall be payable during or after the Severance Period.all

Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to Section 1.4 SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance the amount of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health, life and disability health insurance coverage ("Insurance Coverage")coverage, continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generallygenerally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgmentjudgement, for the portion period of any partial fiscal year prior to immediately preceding the termination date in accordance with Section 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (iiB)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with Section 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the CompanyCompany (but not inconsistent with this Agreement), which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, employment (Y) a covenant by Employee but excluding claims for indemnification for third party claims pursuant to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaw), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under Sections SECTIONS 3 and AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be Cause (except for the payments required to seek other employment during the Severance Periodunder Section 2.1). Except as expressly provided above or in the Compass Stock Option Planabove, no fringe or other employee benefits shall be payable during or after the Severance Period.

Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to Section 1.4 SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance the amount of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health, life and disability health insurance coverage ("Insurance Coverage")coverage, continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generallygenerally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgmentjudgement, for the portion period of any partial fiscal year prior to immediately preceding the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (iiB)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first sixty (60) days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the CompanyCompany (but not inconsistent with this Agreement), which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, employment (Y) a covenant by Employee but excluding claims for indemnification for third party claims pursuant to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under Sections SECTIONS 3 and AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 sixty (60) days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. Except as expressly provided above or in the Compass Stock Option Plan, no fringe or other employee benefits shall be payable during or after the Severance Period.intended

Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to Section 1.4 SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance the amount of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health, life and disability health insurance coverage ("Insurance Coverage")coverage, continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generallygenerally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgment, for the portion period of any partial fiscal year prior to immediately preceding the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (iiB(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first sixty (60) days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the CompanyCompany (but not inconsistent with this Agreement), which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, employment (Y) a covenant by Employee but excluding claims for indemnification for third party claims pursuant to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaw), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under Sections SECTIONS 3 and AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 sixty (60) days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. Except as expressly provided above or in the Compass Stock Option Plan, no fringe or other employee benefits shall be payable during or after the Severance Period.intended

Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to Section 1.4 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance amount of his Base Salary and Deemed Bonus for a period of two years commencing on the last day remainder of the Initial Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health, life and disability health insurance coverage ("Insurance Coverage")coverage, continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generallygenerally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtainedobtained by Employee, whichever occurs first, and (C) his pro rated bonusbonus (if any), 4 as determined by the Compensation Committee of the Board in its good faith judgmentjudgement, for the portion period of any partial fiscal year prior to immediately preceding the termination date ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (iiB)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the Severance Period. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the CompanyCompany (but not inconsistent with this Agreement), which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, employment (Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving but excluding claims for indemnification for third parties and (Z) a covenant by Employee not to disparage the Companyparty claims), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under Sections Section 3 and 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. In addition to the payment of Severance Benefits, all options to purchase CenterPoint stock granted to Employee shall not be required prior to seek other the date of (i) a termination by the Company without cause, (ii) Employee's voluntary termination of his employment during the Severance PeriodEmployment Period and within 90 days of a Constructive Termination, or (iii) Employee's death or Disability shall vest and become exercisable on the date of such event and for a period of one year thereafter. Except as expressly provided above or in the Compass Stock Option Planabove, no fringe or other employee benefits shall be payable during or after the Severance Period.

Compensation After Termination of Employment. (a) If the Company shall terminate Employee's ’s employment during the Employment Period for any reason (other than for Cause pursuant to Section 1.4 of this AgreementAgreement ), Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance of his Base Salary (which, solely for purposes of this Section 2.4 shall be deemed to include the value of all benefits and perquisites provided pursuant to Sections 2.3 and 2.5) and Deemed Bonus (as defined below) for a period of two years three (3) months commencing on the last day effective date of the Employment Period termination of Employee’s employment (the "“Severance Period"”), (B) (i) if permitted under Company's ’s group health, life and disability insurance coverage ("“Insurance Coverage"”), continuation at the cost of Company of Employee's ’s coverage thereunder (subject to such changes in coverage as shall apply to Company's ’s employees generally) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, COBRA for the first eighteen (18) months of the Severance Period and other comparable replacement coverage procure by Employee thereafter until the end of the Severance Period or until other employment is obtainedobtained that provides comparable coverage, whichever occurs first, and (C) his pro rated rata bonus, as determined by the Compensation Committee in its good faith judgmentjudgment in accordance with Section 2.2, for the portion of any fiscal year prior to the termination date ((A), (B) and (C) collectively, the "“Severance Benefits"”). The Severance Benefits payable under (A) and (B) (ii) above shall be paid in equal installments on the Company's ’s normal payroll payment dates occurring during the Severance Period; provided, however, in the even Employee terminates his employment for Good Reason after a Change of Control (as defined below), the Company shall pay Employee the total sum of the Severance Benefits in one lump sum payment in an amount equal to the sum of the amount described in (C) above and the present value (determined as of the date of payment which shall be no later than thirty (30) days after the Change of Control) of the aggregate Severance Benefits payable under (A) and (B)(ii) above, discounted at a rate equal to the rate of interest (as reported in the Wall Street Journal) borne by obligation of the United States of America having a maturity of three (3) years. It shall be a condition to Employee's ’s right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance satisfactory to the Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's ’s employment or termination of employment, (Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company, and (ii) Employee shall be in compliance with all of Employee's obligations ’s obligation which survive termination hereof, including without limitation limitation, those arising under Sections Section 3 and 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's ’s employment without Cause. Employee shall not be required to seek other employment during the Severance PeriodPeriod and his acceptance of alternate employment during the Severance Period shall not reduce in any way the Company’s obligation to pay Severance Benefits, except with respect to insurance coverage. Except as expressly provided above or in the Compass Stock Option Planthis Section 2.4(a), no fringe or other employee benefits shall be payable during or after the Severance Period.

Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to Section 1.4 SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance the amount of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health, life and disability health insurance coverage ("Insurance Coverage")coverage, continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generallygenerally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgmentjudgement, for the portion period of any partial fiscal year prior to immediately preceding the termination date in accordance with Section 2.2. above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (iiB)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with Section 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the CompanyCompany (but not inconsistent with this Agreement), which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, employment (Y) a covenant by Employee but excluding claims for indemnification for third party claims pursuant to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaw), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under Sections SECTIONS 3 and AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be Cause (except for the payments required to seek other employment during the Severance Periodunder Section 2.1). Except as expressly provided above or in the Compass Stock Option Planabove, no fringe or other employee benefits shall be payable during or after the Severance Period.