Common use of Compensation After Termination Clause in Contracts

Compensation After Termination. a. If (i) the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable law.

Compensation After Termination. a. (a) If the Employment Period is terminated (i) the Company terminates Employeeby reason of Executive’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereofdeath, (ii) either party terminates this Agreement pursuant to Article 2 hereof by the Company for Cause or by reason of Executive’s Permanent Disability, or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereofExecutive without Good Reason, then the Company shall have no further obligations hereunder hereunder, including under Section 2, or otherwise with respect to EmployeeExecutive’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release (x) for payment of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay EmployeeExecutive’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits Benefits accrued through the date of termination and any Annual Bonus due pursuant to Section 2.2 for the immediately preceding fiscal year to the extent unpaid on the date of such termination, and (y) in the event the Employment Period is terminated due to Executive’s death or Permanent Disability, Executive shall receive a pro rata Annual Bonus as are provided in Section 3.2(b)(iv), and the Company shall continue to have all other rights available hereunder at law, in equity or otherwise in connection with such termination; provided, however, such pro rata Annual Bonus, if any, shall be paid at such time as such Annual Bonus would normally be required to be paid under the Company’s annual bonus plan; provided further, that if the Employment Period is terminated by applicable lawreason of Executive’s Permanent Disability and such pro rata Annual Bonus would be payable under the Company’s annual bonus plan earlier than the date which is six (6) months following the date on which Executive incurs a Separation from Service with the Company, payment of such Annual Bonus shall be made on the date which is six (6) months following Executive’s Separation from Service. (b) If the Employment Period is terminated by the Company without Cause or by Executive with Good Reason, then, in either case, the Company shall pay, or provide, to Executive: (i) Executive’s Base Salary and Benefits accrued through the date of termination; (ii) any Annual Bonus due pursuant to Section 2.2 for the immediately preceding fiscal year to the extent unpaid on the date of such termination; (iii) an amount equal to one (1) year of the annual Base Salary in effect at the time the Executive incurs such termination (determined without regard for any diminution in such Base Salary constituting Good Reason for Executive’s resignation), payable to Executive in a lump sum on the date which is six (6) months following Executive’s Separation from Service; and (iv) a pro-rated portion (based upon the number of days elapsed in the fiscal year in which the Employment Period is terminated through the date of such termination) of the Annual Bonus, if any, that would have been payable to Executive for such fiscal year pursuant to Section 2.2 (determined without regard for any diminution in the target amount of such Annual Bonus opportunity constituting Good Reason for Executive’s resignation) had Executive remained employed by the Company for the entire fiscal year. Such pro rata Annual Bonus, if any, shall be paid at such time as such Annual Bonus would normally be required to be paid under the Company’s annual bonus plan; provided, however, that if such pro rata Annual Bonus would be payable under the Company’s annual bonus plan earlier than the date which is six (6) months following the date on which Executive incurs a Separation from Service with the Company, payment of such Annual Bonus shall be made on the date which is six (6) months following Executive’s Separation from Service; provided that the Company’s obligation under Sections 3.2(b)(iii) and (iv) is contingent on Executive’s execution, delivery and non-rescission of a general release of all claims against the Company in the form of Exhibit A attached hereto. Except for its obligations under this Section 3.2(b) and as otherwise provided in Section 3.3, the Company shall have no further obligations hereunder, including under Section 2, or otherwise with respect to Executive’s employment from and after the termination date.

Compensation After Termination. a. If (i) If the Employment Period is terminated pursuant to Executive’s resignation without Good Reason, death or Incapacity, Executive shall only be entitled to receive his/her Base Salary through the date of termination and shall not be entitled to any other salary, bonus, compensation or benefits from the Company or its Subsidiaries, except as may be required by applicable law. (ii) If the Employment Period is terminated by the Company for Cause, Executive shall only be entitled to his/her Base Salary through the date of termination and shall not be entitled to any other salary, bonus, compensation or benefits from the Company or its Subsidiaries, except as may be required by applicable law. In addition, in such event, Executive shall automatically forfeit any rights to any unvested equity owned by Executive in the Company or any Subsidiary. (iii) If the Employment Period is terminated by the Company without Cause or by Executive for Good Reason, then subject to the conditions described in Section 4(g)(v) below, Executive shall be entitled to receive as severance compensation the following (collectively, “Severance Pay”): (A) an amount equal to twelve (12) months of Executive’s then-current annual Base Salary, payable in regular installments beginning within 30 days following the Termination Date in accordance with the Company’s general payroll practices for salaried employees; (B) continuation of the welfare benefits described in Section 3(b) for twelve (12) months to the extent permissible under the terms of the relevant benefit plans at the same cost to Executive as if Executive were an active employee of the Company; (C) the Bonus payable to Executive within 3 months after the end of the applicable year (to the extent not previously paid), paid in a lump sum at the time that bonuses are regularly paid to employees; (D) with respect to the portion of each restricted stock award held by Executive as of date on which the Employment Period is terminated that is subject to time-based vesting (the “Time-Based RSA”), accelerated vesting of the Time-Based RSA to the vesting event next following the date on which the Employment Period is terminated; and (E) with respect to the portion of each performance stock unit award held by the Executive as of the date on which the Employment Period is terminated that has been converted into “earned shares” (the “Earned PSUs”), accelerated vesting of the Earned PSUs to the vesting event next following the date on which the Employment Period is terminated; and (F) with respect to each performance stock unit award issued after December 31, 2021, held by the executive as of the date on which the Employment Period ends that have not been converted to Earned PSUs, the Executive’s rights under the award will be fully vested based on the number of shares that would be earned under the award based on performance measured through the end of Employment Period. For purposes of this Section 4(g), “Bonus” shall mean an amount equal to Executive’s then-current annual Base Salary, multiplied by the percentage contained in Section 3(d) hereof. For the avoidance of doubt, the unvested portion of any restricted stock awards and performance share unit awards held by Executive as of the date on which the Employment Period ends (after giving effect to the acceleration provisions set forth in subsections (D), (E) and (F) herein and the terms and conditions of the applicable award agreements and the Surgery Partners, Inc. 2015 Omnibus Incentive Plan (as amended from time to time)) shall be forfeited and of no further force and effect. (iv) If, within 90 days prior to or 12 months following a Change in Control, either (A) the Company terminates Employee’s the employment during the Employment Period pursuant to of Executive hereunder without Cause under Section 4.1.a, 4.1.b4(a) above, or 4.1.c hereof(B) Executive terminates his/her employment for Good Reason under Section 4(b) above, then, in lieu of any other compensation that may be specified in this Agreement, the Company will pay Executive the Severance Pay in a single lump-sum payment not later than 30 days after termination. If any payment obligation under this Section 4(g) arises, no compensation received from other employment (iior otherwise) either party terminates will reduce the Company’s obligation to make the payment(s) described in this Agreement pursuant to Article 2 hereof paragraph. (v) Notwithstanding Sections 4(g)(iii) or (iiiiv), Executive’s right to receive Severance Pay hereunder is conditioned upon: (A) Employee voluntarily terminates this Agreement pursuant Executive executing, and not revoking, a written separation agreement and general release of all claims against the Company, its Subsidiaries and Affiliates and their respective managers, directors, officers, shareholders, members, representatives, agents, attorneys, predecessors, successors and assigns (other than a claim for the severance payments described in Section 4(g)(iii) or (iv) and Executive’s rights to Section 4.1.d hereof, then future distributions and payments related to the Employment Agreement and Employee’s employment with continued ownership of any equity securities in the Company that Executive will continue to own after such termination), in form and substance acceptable to the Company, which shall terminate among other things, contain a general release by Executive of all claims arising out of his/her employment and termination of employment by the Company (a “Release Agreement”) within 30 days of Executive’s Termination Date; and (B) Executive’s material compliance with all of his/her obligations which survive termination of this Agreement. The Severance Pay is intended to be in lieu of all other payments to which Executive might otherwise be entitled in respect of his/her termination without Cause or resignation with Good Reason. The Company and its Subsidiaries and Affiliates shall have no further obligations hereunder or otherwise with respect to EmployeeExecutive’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination of employment with the Company (the “Termination Date”), and the Company and its Subsidiaries and Affiliates shall continue to have all other rights available hereunder (including without limitation, all rights hereunder at law or expiration and shall provide such benefits as are required by applicable law. in equity). (vi) Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, Release Agreement (x) shall not require the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release of claims Executive’s rights arising from Employee substantially the express terms of this Agreement or any applicable award agreement that are associated with a termination of employment; (y) shall not impose any postemployment restrictions other than those set forth in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company and (z) shall pay Employeetake into account and preserve Executive’s Base Salary through rights in the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable event that a Change in Control occurs within 90 days after termination of employment may be delayed (or such longer tail period as may be required provided by Section 7.12 hereof. Providedany agreement between Executive and the Company). (vii) Except as otherwise expressly provided herein, howeverall of Executive’s rights to salary, if bonuses, benefits and other compensation hereunder which might otherwise accrue or become payable after the termination of Employee’s employment results in compensation and benefits being provided the Employment Period shall cease upon such termination, other than those expressly required under applicable law (such as COBRA). All amounts payable to Employee pursuant Executive as severance hereunder shall be subject to all required withholdings by the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable lawCompany.

Compensation After Termination. a. (a) If the Employment Period is terminated (i) by the Company terminates for Cause or due to the death or Permanent Disability of Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates by Employee (including a termination resulting from Employee's election not to renew this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to under Section 4.1.d 1.1 hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof), then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s 's employment from and after the termination or expiration date (except payment of Employee's Base Salary accrued through the date of termination or expiration), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity; (b) If the Employment Period is terminated by the Company without Cause (including a termination resulting from the Company's election not to renew this Agreement under Section 1.1 hereof), the Employee shall be entitled to receive Severance Pay (as hereinafter defined) for a period of six (6) months, payable in regular installments in accordance with the Company's general payroll practices for salaried employees. Receipt of Severance Pay is contingent upon Employee executing and adhering to a release of all employment claims in a form acceptable to the Company. The Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the termination date, except thatand the Company shall continue to have all other rights available hereunder (including without limitation, subject to receiving a signed separation agreement and general release all rights under Article IV hereof) at law or in equity. (c) For purposes of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company "Severance Pay" shall pay include (i) Employee’s 's Base Salary through hereunder, (ii) the bonus that Employee would have received under Section 2.2 hereof at the end of the then current Employment Period year during which termination without cause occurs had such termination not occurred, which bonus shall be prorated to cover the severance period set forth in Section 3.3(b) hereof, and shall provide benefits as are required by applicable law. However, any payments under this (iii) continuation of the Benefits for the severance period set forth in Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 3.3(b) hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable law.

Compensation After Termination. a. 6.1 If (i) Executive is terminated by the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.afor Cause or if Executive resigns other than for Good Reason, 4.1.bthen, or 4.1.c hereofexcept as required by law, (ii) either party terminates this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after Executive (except payment of the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration said termination), and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). 6.2 If Executive is terminated by the Company without Cause, which may only happen after the third anniversary of the Effective Date, or if Executive resigns for Good Reason, Executive shall be entitled to receive: (i) as severance pay, an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder for six (6) months (such six (6)-month period, the “Severance Period”), payable in accordance with the Company’s policies that would otherwise apply to the payment of the Base Salary, and (ii) continuation of medical benefits during the Severance Period upon the same terms as exist immediately prior to the termination of employment. The Company shall, except as required by law, have no further other obligations hereunder or otherwise with respect to EmployeeExecutive’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through continue to have all other rights available hereunder (including, without limitation, all rights under the end of Restrictive Covenants at law or in equity). Notwithstanding the then current Employment Period and shall provide benefits as are required by applicable law. Howeverforegoing, any payments amounts payable under this Section 4.2.b. payable after termination 6.2 shall be reduced by the amount of employment may be delayed as may be required compensation earned, received or receivable by Section 7.12 hereof. Provided, however, if the termination of EmployeeExecutive relating to Executive’s employment results in compensation and benefits being provided to Employee pursuant to with, or other provision of services to, third parties during the Severance Agreement of even date herewithPeriod, Employee (such compensation “Subsequent Pay”) and Executive shall receive no compensation under this Section 4.2, except use all reasonable efforts to obtain such employment or engagement for Base Salary and benefits accrued through services as soon as possible after the date of termination hereunder. Executive shall notify the Company of the existence of Subsequent Pay as soon as possible after Executive has knowledge of such Subsequent Pay. 6.3 If Executive is terminated due to Executive’s Permanent Disability or if Executive dies during the Employment Period, then (i) Executive or Executive’s estate, as are the case may be, shall be entitled to receive as severance pay an amount equal to the Base Salary for three (3) months which amount shall be payable in accordance with the Company’s policies that would otherwise required by applicable lawapply to the payment of the Base Salary, and (ii) Executive and/or his eligible dependents shall receive continuation of medical benefits upon the same terms as exist immediately prior to the termination of employment for the three (3)-month period immediately following the termination of employment. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity).

Compensation After Termination. a. (a) If the Employment Period is terminated (i) by the Company terminates for Cause or due to the death or Permanent Disability of Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates by Employee (including a termination resulting from Employee's election not to renew this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to under Section 4.1.d 1.1 hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof), then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s 's employment from and after the termination or expiration date (except payment of Employee's Base Salary accrued through the date of termination or expiration), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity; (b) If the Employment Period is terminated by the Company without Cause (including a termination resulting from the Company's election not to renew this Agreement under Section 1.1 hereof), the Employee shall be entitled to receive Severance Pay (as hereinafter defined) for a period of eighteen (18) months, payable in regular installments in accordance with the Company's general payroll practices for salaried employees. Receipt of Severance Pay is contingent upon Employee executing and adhering to a release of all employment claims in a form acceptable to the Company. The Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the termination date, except thatand the Company shall continue to have all other rights available hereunder (including without limitation, subject to receiving a signed separation agreement and general release all rights under Article IV hereof) at law or in equity. (c) For purposes of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company "Severance Pay" shall pay include (i) Employee’s 's Base Salary through hereunder, (ii) the bonus that Employee would have received under SECTION 2.2 hereof at the end of the then current Employment Period year during which termination without cause occurs had such termination not occurred, which bonus shall be prorated to cover the severance period set forth in Section 3.3(b) hereof, and shall provide benefits as are required by applicable law. However, any payments under this (iii) continuation of the Benefits for the severance period set forth in Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 3.3(b) hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable law.

Compensation After Termination. a. (a) If the Employment Period is terminated (i) by the Company terminates for Cause or due to the death or Permanent Disability of Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates by Employee (including a termination resulting from Employee's election not to renew this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to under Section 4.1.d 1.1 hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof), then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s 's employment from and after the termination or expiration date (except payment of Employee's Base Salary accrued through the date of termination or expiration), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity; (b) If the Employment Period is terminated by the Company without Cause (including a termination resulting from the Company's election not to renew this Agreement under Section 1.1 hereof), the Employee shall be entitled to receive Severance Pay (as hereinafter defined) for a period of nine (9) months, payable in regular installments in accordance with the Company's general payroll practices for salaried employees. Receipt of Severance Pay is contingent upon Employee executing and adhering to a release of all employment claims in a form acceptable to the Company. The Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the termination date, except thatand the Company shall continue to have all other rights available hereunder (including without limitation, subject to receiving a signed separation agreement and general release all rights under Article IV hereof) at law or in equity. (c) For purposes of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company "Severance Pay" shall pay include (i) Employee’s 's Base Salary through hereunder, (ii) the bonus that Employee would have received under Section 2.2 hereof at the end of the then current Employment Period year during which termination without cause occurs had such termination not occurred, which bonus shall be prorated to cover the severance period set forth in Section 3.3(b) hereof, and shall provide benefits as are required by applicable law. However, any payments under this (iii) continuation of the Benefits for the severance period set forth in Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 3.3(b) hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable law.

Compensation After Termination. a. If (a) Except as described in Section 3.4 hereof, or except as may be specifically required by law, if the Employment Period is terminated (i) by the Company terminates for Cause or due to the death or Permanent Disability of Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates by Employee (including a termination resulting from Employee’s election not to renew this Agreement pursuant to Article 2 hereof or under Section 1.1 hereof) other than for Locale Reason (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereofas defined below), then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, date (except that the Company shall pay payment of Employee’s Base Salary accrued through the date of termination or expiration expiration), and the Company shall provide continue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity; (b) Except as described in Section 3.4 hereof, (i) if the Employment Period is terminated by the Company without Cause (including a termination resulting from the Company’s election not to renew this Agreement under Section 1.1 hereof) or (ii) if the Employment Period is terminated by Employee for Locale Reason: (A) Employee shall be entitled to receive all items described in Section 3.3(a) above; and (B) subject to the conditions hereinafter set forth, Employee shall be entitled to receive as severance compensation, the following (collectively, the “Severance Pay”): (1) Employee’s then-current monthly Base Salary hereunder for a period of fifteen (15) months (such benefits time period to be hereinafter referred to as are required the “Severance Period” (unless modified by applicable law. Notwithstanding Section 3.4)), payable, beginning 30 days following the foregoingTermination Date, in regular installments in accordance with the Company’s general payroll practices for salaried employees; (2) the bonus, if any, to which Employee would have been entitled under Section 2.2 hereof at the end of the year during which the termination without Cause or termination for Locale Reason occurs had such termination not occurred, which bonus shall be (a) prorated based on the amount of time that Employee was employed by the Company terminates during the year (not including the Severance Period) for which such bonus is being calculated, and (b) determined and paid to Employee pursuant to Section 4.1.a or 4.1.b, contemporaneously with the determination and payment of bonuses for comparable employees of the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the calendar year next following the year in which such termination the Termination Date occurs; and (3) continuation of the welfare benefits described in Section 2.3(a) for the Severance Period, such incentive compensation to the extent permissible under the terms of the relevant benefit plans. The bonus described in subclause (2) above shall not be determined and payable the “Target Bonus” (as defined in Section 3.4(b)), but rather the same manner and at the same time as it bonus that would have been had Employee’s employment not been terminated payable pursuant to Section 4.1.a 2.2 hereof, as modified by this Section 3.3(b). Employee’s right to receive Severance Pay hereunder is conditioned upon: (x) Employee executing and delivering to the Company, before any payment is due or 4.1.b. b. If scheduled to begin, a written separation agreement and general release of all claims, in form and substance acceptable to the Company, which shall among other things, contain a general release by Employee of all claims arising out of his employment and termination of employment by the Company terminates the (a “Release Agreement”); and (y) Employee’s employment pursuant compliance with all of his obligations which survive termination of this Agreement, including without limitation those described in Article IV below. The Severance Pay is intended to Section 4.1.d hereof, then the be in lieu of all other payments to which Employee might otherwise be entitled in respect of his termination without Cause or termination for Locale Reason. The Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release date of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required with the Company for any reason (the “Termination Date”), and the Company shall continue to have all other rights available hereunder (including without limitation, all rights hereunder (including without limitation, all rights under Article IV hereof) at law or in equity. As used herein, “Locale Reason” shall mean without the written consent of Employee a relocation by Section 7.12 hereof. Provided, however, if the termination Company of Employee’s primary employment results in compensation and benefits being provided location to Employee pursuant to the Severance Agreement of even date herewitha location which is more than 50 miles from 000 Xxxxx Xxxxxxxx Xxxxxx, Employee shall receive no compensation under this Section 4.2Xxxxx 0000, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable lawXxxxxxx, Xxxxxxxx.

Compensation After Termination. a. 7.4.1 If Executive's employment hereunder is terminated (i) by the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereoffor Cause, (ii) either party terminates this Agreement pursuant by Executive prior to Article 2 hereof the scheduled expiration of the Employment Period, or (iii) Employee voluntarily terminates by Executive's failure to renew this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date 4 of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereofthis Agreement, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s Executive's employment from and after the termination date, or expiration date (except that, subject to receiving a signed separation agreement and general release payment of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or expiration). 7.4.2 If Executive's employment hereunder is terminated by the Company without Cause prior to the expiration of the Employment Period, Executive shall be entitled to receive as are severance pay the sum of the following (the "Cause Severance Payment"): (i) the Base Salary for the period remaining in the Employment Period, plus (ii) the pro rata amount (based upon the period for which Executive has rendered services to the Company in the calendar year in which Executive is being terminated) of the total bonus paid to Executive by the Company in the calendar year preceding the calendar year in which Executive is being terminated. If the Executive's employment hereunder is terminated by the Company's failure to renew this Agreement pursuant to Section 4 of this Agreement, the Company shall pay to Executive the Base Salary for the six (6) month period following the expiration of the Employment Period (the "Renewal Severance Payment"). The Cause Severance Payment and the Renewal Severance Payment shall hereinafter be referred to collectively as the "Severance Payments." The Severance Payments shall be payable in accordance with Section 5.1 above. Except for the Severance Payments, if the Executive's employment hereunder is terminated without Cause prior to the expiration of the Employment Period, the Company shall have no further obligations hereunder or otherwise required with respect to Executive's employment from and after the termination date (except payment of the Base Salary accrued through the date of termination). 7.4.3 If Executive's employment hereunder is terminated by applicable lawreason of Executive's death or disability, the Company shall continue to pay Executive (or his estate) his Base Salary through the first anniversary of the date of termination or earlier expiration of the Employment Period and shall have no further obligations hereunder or otherwise with respect to Executive's employment. 7.4.4 The termination of Executive's employment hereunder for any reason shall not affect any rights of Executive pursuant to (i) the Stock Repurchase Agreement of even date herewith among the Company, Executive and Xxxxx X. Xxxxxxxx, (ii) the Stockholders Agreement of even date herewith among the Company, Executive and other stockholders of the Company, (iii) Executive's existing option described in Section 5.3(a) above, or (iv) the Company's 1997 Stock Option Plan and Executive's related stock option agreement, which rights shall survive such termination in accordance with their respective terms.

Compensation After Termination. a. If (ia) the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.aExcept as provided in SECTION 2.3(B), 4.1.bSECTION 2.4, or 4.1.c hereof, (ii) either party terminates this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement SECTION 2.6 and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoingSECTION 2.9, if the Company terminates Employee pursuant to Section 4.1.a Employee's employment hereunder is terminated or 4.1.b, the Company will pay to Employee a pro rata share of expires for any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereofreason, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s 's employment from and after the termination or expiration date (except payment of Employee's Base Salary accrued through the date of termination or expiration) and the Company shall continue to have all other rights available hereunder (including without limitation, all rights under SECTION 4 at law or in equity). (b) If the Employment Period is terminated by the Company without Good Cause during the Initial Period (other than in connection with a Change of Control which shall be governed by Section 2.9), then the Employee shall be entitled to receive as severance pay his Base Salary hereunder for the remainder of the Initial Period, payable in regular installments in accordance with the Company's general payroll practices for salaried employees. The Company shall have no other obligations hereunder or otherwise with respect to Employee's employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTION 4 at law or in equity). Notwithstanding the foregoing, the amount of severance pay Employee’s Base Salary through due hereunder shall be offset and reduced by any compensation paid to Employee by any new employer of Employee during the end of period Employee is receiving such severance payments and amounts owed by Employee to the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, howeverCompany, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable lawany.

Compensation After Termination. a. 6.1 If (i) Executive is terminated by the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.afor Cause or if Executive resigns other than for Good Reason, 4.1.bthen, or 4.1.c hereofexcept as required by law, (ii) either party terminates this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after Executive (except payment of the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration said termination), and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). 6.2 If Executive is terminated by the Company without Cause, which may only happen after the third anniversary of the Effective Date, or if Executive resigns for Good Reason, Executive shall be entitled to receive: (i) as severance pay, an amount equal to the Base Salary that would otherwise have been payable if Executive continued her employment hereunder for six (6) months (such six (6)-month period, the “Severance Period”), payable in accordance with the Company’s policies that would otherwise apply to the payment of the Base Salary, and (ii) continuation of medical benefits during the Severance Period upon the same terms as exist immediately prior to the termination of employment. The Company shall, except as required by law, have no further other obligations hereunder or otherwise with respect to EmployeeExecutive’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through continue to have all other rights available hereunder (including, without limitation, all rights under the end of Restrictive Covenants at law or in equity). Notwithstanding the then current Employment Period and shall provide benefits as are required by applicable law. Howeverforegoing, any payments amounts payable under this Section 4.2.b. payable after termination 6.2 shall be reduced by the amount of employment may be delayed as may be required compensation earned, received or receivable by Section 7.12 hereof. Provided, however, if the termination of EmployeeExecutive relating to Executive’s employment results in compensation and benefits being provided to Employee pursuant to with, or other provision of services to, third parties during the Severance Agreement of even date herewithPeriod, Employee (such compensation “Subsequent Pay”) and Executive shall receive no compensation under this Section 4.2, except use all reasonable efforts to obtain such employment or engagement for Base Salary and benefits accrued through services as soon as possible after the date of termination hereunder. Executive shall notify the Company of the existence of Subsequent Pay as soon as possible after Executive has knowledge of such Subsequent Pay. 6.3 If Executive is terminated due to Executive’s Permanent Disability or if Executive dies during the Employment Period, then (i) Executive or Executive’s estate, as are the case may be, shall be entitled to receive as severance pay an amount equal to the Base Salary for three (3) months which amount shall be payable in accordance with the Company’s policies that would otherwise required by applicable lawapply to the payment of the Base Salary, and (ii) Executive and/or her eligible dependents shall receive continuation of medical benefits upon the same terms as exist immediately prior to the termination of employment for the three (3)-month period immediately following the termination of employment. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity).

Compensation After Termination. a. (a) If the Employment Period is terminated (i) by the Company terminates Corporation for Cause or due to the death or Permanent Disability of Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates by Employee (including a termination resulting from Employee's election not to renew this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to under Section 4.1.d 1.1 hereof), then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company corporation shall have no further obligations hereunder or otherwise with respect to Employee’s 's employment from and after the termination or expiration date, date (except that the Company shall pay payment of Employee’s 's Base Salary accrued through the date of termination or expiration expiration), and the Corporation shall provide such benefits as are required continue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity; (b) If the Employment Period is terminated by applicable law. Notwithstanding the foregoing, if Corporation without Cause (including a termination resulting from the Company terminates Employee pursuant Corporation's election not to renew this Agreement under Section 4.1.a or 4.1.b1.1 hereof), the Company will pay Employee shall be entitled to Employee receive Severance Pay (as hereinafter defined) for a pro rata share period of any incentive compensation earned by Employee during the year in which such termination occursthree (3) month(s), such incentive compensation to be determined and payable in regular installments in accordance with the same manner Corporation's general payroll practices for salaried employees. Receipt of Severance Pay is contingent upon Employee executing and at adhering to a release of all employment claims in a form acceptable to the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company Corporation. The corporation shall have no further obligations hereunder or otherwise with respect to Employee’s 's employment from and after the termination date, except thatand the Corporation shall continue to have all other rights available hereunder (including without limitation, subject to receiving a signed separation agreement and general release all rights under Article IV hereof) at law or in equity. (c) For purposes of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company "Severance Pay" shall pay include (i) Employee’s 's Base Salary through hereunder, (ii) the bonus that Employee would have received under Section 2.2 hereof at the end of the then current Employment Period year during which termination with cause occurs had such termination not occurred, which bonus shall be prorated to cover the severance period set forth in Section 3.3(b) hereof, and shall provide benefits as are required by applicable law. However, any payments under this (iii) continuation of the Benefits for the severance period set forth in Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 3.3(b) hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable law.

Compensation After Termination. a. If (a) Except as described in Section 3.4 hereof, or except as may be specifically required by law, if the Employment Period is terminated (i) by the Company terminates for Cause or due to the death or Permanent Disability of Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates by Employee (including a termination resulting from Employee's election not to renew this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to under Section 4.1.d 1.1 hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof), then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s 's employment from and after the termination date, or expiration date (except that, subject to receiving a signed separation agreement and general release payment of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s 's Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or expiration), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity; (b) Except as are described in Section 3.4 hereof, if the Employment Period is terminated by the Company without Cause (including a termination resulting from the Company's election not to renew this Agreement under Section 1.1 hereof): (i) Employee shall be entitled to receive all items described in Section 3.3(a) above; and (ii) subject to the conditions hereinafter set forth, Employee shall be entitled to receive as severance compensation, the following (collectively, the "Severance Pay"): (A) Employee's then-current monthly Base Salary hereunder for a period of nine (9) months (such time period to be hereinafter referred to as the "Severance Period" (unless modified by Section 3.4)), payable in regular installments in accordance with the Company's general payroll practices for salaried employees; (B) the bonus, if any, that Employee would have been entitled under Section 2.2 hereof at the end of the year during which termination without Cause occurs had such termination not occurred, which bonus shall be (1) prorated based on the amount of time that Employee was employed by the Company during the year (not including the Severance Period) for which such bonus is being calculated, and (2) determined and paid to Employee contemporaneously with the determination and payment of bonuses for comparable employees of the Company; and (C) continuation of the welfare benefits described in Section 2.3(a) for the Severance Period, to the extent permissible under the terms of the relevant benefit plans. The bonus described in subclause (B) above shall not be the "Target Bonus" (as defined in Section 3.4(b)), but rather the bonus that would have been payable pursuant to Section 2.2 hereof, as modified by this Section 3.3(b). Employee's right to receive Severance Pay hereunder is conditioned upon: (x) Employee executing and delivering to the Company a written separation agreement and general release of all claims, in form and substance acceptable to the Company, which shall among other things, contain a general release by Employee of all claims arising out of her employment and termination of employment by the Company; and (y) Employee's compliance with all of her obligations which survive termination of this Agreement, including without limitation those described in Article IV below. The Severance Pay is intended to be in lieu of all other payments to which Employee might otherwise required by applicable lawbe entitled in respect of her termination without Cause. The Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the date of termination of employment with the Company for any reason (the "Termination Date"), and the Company shall continue to have all other rights available hereunder (including without limitation, all rights hereunder (including without limitation, all rights under Article IV hereof) at law or in equity.

Compensation After Termination. a. If (a) Except as described in Section 3.4 hereof, or except as may be specifically required by law, if the Employment Period is terminated (i) by the Company terminates for Cause or due to the death or Permanent Disability of Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates by Employee (including a termination resulting from Employee’s election not to renew this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to under Section 4.1.d 1.1 hereof), then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, date (except that the Company shall pay payment of Employee’s Base Salary accrued through the date of termination or expiration expiration), and the Company shall provide such benefits continue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity; (b) Except as are required by applicable law. Notwithstanding the foregoingdescribed in Section 3.4 hereof, if the Employment Period is terminated by the Company terminates without Cause (including a termination resulting from the Company’s election not to renew this Agreement under Section 1.1 hereof): (i) Employee pursuant shall be entitled to receive all items described in Section 4.1.a or 4.1.b3.3(a) above; and (ii) subject to the conditions hereinafter set forth, Employee shall be entitled to receive as severance compensation, the following (collectively, the “Severance Pay”): (A) Employee’s then-current monthly Base Salary hereunder for a period of twelve (12) months (such time period to be hereinafter referred to as the “Severance Period” (unless modified by Section 3.4)), payable, beginning 30 days following the Termination Date, in regular installments in accordance with the Company’s general payroll practices for salaried employees; (B) the bonus, if any, to which Employee would have been entitled under Section 2.2 hereof at the end of the year during which the termination without Cause occurs had such termination not occurred, which bonus shall be (1) prorated based on the amount of time that Employee was employed by the Company will pay during the year (not including the Severance Period) for which such bonus is being calculated, and (2) determined and paid to Employee a pro rata share contemporaneously with the determination and payment of any incentive compensation earned by Employee bonuses for comparable employees of the Company during the calendar year next following the year in which such termination the Termination Date occurs; and (C) continuation of the welfare benefits described in Section 2.4(a) for the Severance Period, such incentive compensation to the extent permissible under the terms of the relevant benefit plans. The bonus described in subclause (B) above shall not be determined and payable the “Target Bonus” (as defined in Section 3.4(b)), but rather the same manner and at the same time as it bonus that would have been had Employee’s employment not been terminated payable pursuant to Section 4.1.a 2.2 hereof, as modified by this Section 3.3(b). Employee’s right to receive Severance Pay hereunder is conditioned upon: (x) Employee executing and delivering to the Company, before any payment is due or 4.1.b. b. If scheduled to begin, a written separation agreement and general release of all claims, in form and substance acceptable to the Company, which shall among other things, contain a general release by Employee of all claims arising out of his employment and termination of employment by the Company terminates the (a “Release Agreement”); and (y) Employee’s employment pursuant compliance with all of his obligations which survive termination of this Agreement, including without limitation those described in Article IV below. The Severance Pay is intended to Section 4.1.d hereof, then the be in lieu of all other payments to which Employee might otherwise be entitled in respect of his termination without Cause. The Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release date of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 with the Company for any reason (the “Termination Date”), and the Company shall continue to have all other rights available hereunder (including without limitation, all rights hereunder (including without limitation, all rights under Article IV hereof. Provided, however, if the termination of Employee’s employment results ) at law or in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable lawequity.

Compensation After Termination. a. If (a) Except as described in Section 3.4 hereof, or except as may be specifically required by law, if the Employment Period is terminated (i) by the Company terminates for Cause or due to the death or Permanent Disability of Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates by Employee (including a termination resulting from Employee’s election not to renew this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to under Section 4.1.d 1.1 hereof), then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, date (except that the Company shall pay payment of Employee’s Base Salary accrued through the date of termination or expiration expiration), and the Company shall provide such benefits continue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity; (b) Except as are required by applicable law. Notwithstanding the foregoingdescribed in Section 3.4 hereof, if the Employment Period is terminated by the Company terminates without Cause (including a termination resulting from the Company’s election not to renew this Agreement under Section 1.1 hereof): (i) Employee shall be entitled to receive all items described in Section 3.3(a) above; and (ii) subject to the conditions hereinafter set forth, Employee shall be entitled to receive as severance compensation, the following (collectively, the “Severance Pay”): (A) Employee’s then-current monthly Base Salary hereunder for a period of twelve (12) months (such time period to be hereinafter referred to as the “Severance Period” (unless modified by Section 3.4)), payable in regular installments in accordance with the Company’s general payroll practices for salaried employees; (B) the bonus, if any, that Employee would have been entitled under Section 2.2 hereof at the end of the year during which the termination without Cause occurs had such termination not occurred, which bonus shall be (1) prorated based on the amount of time that Employee was employed by the Company during the year (not including the Severance Period) for which such bonus is being calculated, and (2) determined and paid to Employee contemporaneously with the determination and payment of bonuses for comparable employees of the Company; and (C) continuation of the welfare benefits described in Section 2.3(a) for the Severance Period, to the extent permissible under the terms of the relevant benefit plans. The bonus described in subclause (B) above shall not be the “Target Bonus” (as defined in Section 3.4(b)), but rather the bonus that would have been payable pursuant to Section 4.1.a or 4.1.b2.2 hereof, as modified by this Section 3.3(b). Employee’s right to receive Severance Pay hereunder is conditioned upon: (x) Employee executing and delivering to the Company will pay a written separation agreement and general release of all claims, in form and substance acceptable to Employee the Company, which shall among other things, contain a pro rata share of any incentive compensation earned general release by Employee during of all claims arising out of his employment and termination of employment by the year Company; and (y) Employee’s compliance with all of his obligations which survive termination of this Agreement, including without limitation those described in which such termination occurs, such incentive compensation Article IV below. The Severance Pay is intended to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant lieu of all other payments to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the which Employee might otherwise be entitled in respect of his termination without Cause. The Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the date of termination dateof employment with the Company for any reason (the “Termination Date”), except thatand the Company shall continue to have all other rights available hereunder (including without limitation, subject to receiving a signed separation agreement all rights hereunder (including without limitation, all rights under Article IV hereof) at law or in equity. For purposes of this Section 3.3(b) only, the Severance Period shall increase based on additional years of service by Employee as follows: Beginning on April 3, 2007 and general release of claims from each anniversary thereafter for so long as Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as continues to be fully enforceable under current applicable lawemployed by Employer, Company the Severance Period shall pay Employee’s Base Salary through be increased by one (1) month every April 3rd (e.g. on April 3, 2007, the end of Severance Period shall be increased to thirteen (13) months; on April 3, 2008, the then current Employment Severance Period and shall provide benefits as are required by applicable law. Howeverbe increased to fourteen (14) months, any payments etc.), provided that in no event shall the Severance Period payable under this Section 4.2.b. payable after termination of employment may 3.3(b) be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable lawgreater than fifteen (15) months.

Compensation After Termination. a. If (ia) the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.aExcept as provided in SECTION 2.3(b), 4.1.b, or 4.1.c hereof, (ii) either party terminates this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement SECTION 2.4 and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoingSECTION 2.9, if the Company terminates Employee pursuant to Section 4.1.a Employee's employment hereunder is terminated or 4.1.b, the Company will pay to Employee a pro rata share of expires for any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereofreason, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s 's employment from and after the termination or expiration date (except payment of Employee's Base Salary accrued through the date of termination or expiration) and the Company shall continue to have all other rights available hereunder (including without limitation, all rights under SECTION 4 at law or in equity). (b) If the Employment Period is terminated by the Company without Good Cause during the Initial Period (other than in connection with a Change of Control which shall be governed by Section 2.9), then the Employee shall be entitled to receive as severance pay his Base Salary hereunder for the remainder of the Initial Period, payable in regular installments in accordance with the Company's general payroll practices for salaried employees. The Company shall have no other obligations hereunder or otherwise with respect to Employee's employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTION 4 at law or in equity). Notwithstanding the foregoing, the amount of severance pay Employee’s Base Salary through due hereunder shall be offset and reduced by any compensation paid to Employee by any new employer of Employee during the end of period Employee is receiving such severance payments and amounts owed by Employee to the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, howeverCompany, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable lawany.

Compensation After Termination. a. 6.1 If (i) Executive is terminated by the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.afor Cause or if Executive resigns, 4.1.bthen, or 4.1.c hereofexcept as required by law, (ii) either party terminates this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after Executive (except payment of the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration said termination), and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). 6.2 If Executive is terminated by the Company without Cause, Executive shall be entitled to receive: (i) as severance pay, an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder for six (6) months (such six (6)-month period, the “Severance Period”), payable in accordance with the Company’s policies that would otherwise apply to the payment of the Base Salary, and (ii) continuation of medical benefits during the Severance Period upon the same terms as exist immediately prior to the termination of employment. The Company shall, except as required by law, have no further other obligations hereunder or otherwise with respect to EmployeeExecutive’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through continue to have all other rights available hereunder (including, without limitation, all rights under the end of Restrictive Covenants at law or in equity). Notwithstanding the then current Employment Period and shall provide benefits as are required by applicable law. Howeverforegoing, any payments amounts payable under this Section 4.2.b. payable after termination 6.2 shall be reduced by the amount of employment may be delayed as may be required compensation earned, received or receivable by Section 7.12 hereof. Provided, however, if the termination of EmployeeExecutive relating to Executive’s employment results in compensation and benefits being provided to Employee pursuant to with, or other provision of services to, third parties during the Severance Agreement of even date herewithPeriod, Employee (such compensation “Subsequent Pay”) and Executive shall receive no compensation under this Section 4.2, except use all reasonable efforts to obtain such employment or engagement for Base Salary and benefits accrued through services as soon as possible after the date of termination hereunder. Executive shall notify the Company of the existence of Subsequent Pay as soon as possible after Executive has knowledge of such Subsequent Pay. 6.3 If Executive is terminated due to Executive’s Permanent Disability or if Executive dies during the Employment Period, then (i) Executive or Executive’s estate, as are the case may be, shall be entitled to receive as severance pay an amount equal to the Base Salary for three (3) months which amount shall be payable in accordance with the Company’s policies that would otherwise required by applicable lawapply to the payment of the Base Salary, and (ii) Executive and/or his eligible dependents shall receive continuation of medical benefits upon the same terms as exist immediately prior to the termination of employment for the three (3)-month period immediately following the termination of employment. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity).

Compensation After Termination. a. If (i) the Company terminates Employee’s employment during If the Employment Period has commenced and is terminated pursuant to Section 4.1.aExecutive’s resignation without Good Reason, 4.1.bdeath or Incapacity, or 4.1.c hereof, (ii) either party terminates this Agreement pursuant Executive shall only be entitled to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s receive his Base Salary accrued through the date of termination or expiration and shall provide such not be entitled to any other salary, bonus, compensation or benefits from Parent, Symbion or their Subsidiaries, except as are may be required by applicable law. (ii) If the Employment Period has commenced and is terminated by the Company for Cause, Executive shall only be entitled to his Base Salary’ through the date of termination and shall not be entitled to any other salary, bonus, compensation or benefits from the Parent, Symbion or their Subsidiaries, except as may be required by applicable law. Notwithstanding In addition, in such event, Executive shall automatically forfeit any rights to any unvested equity owned by Executive in Parent, Symbion or any Subsidiary. (iii) If the foregoing, if Employment Period has commenced and is terminated (1) by the Company terminates Employee pursuant to Section 4.1.a without Cause, (2) by Executive for Good Reason or 4.1.b, (3) this Agreement is not renewed by the Company will pay or is allowed to Employee a pro rata share expire by the Company, then subject to the conditions described in Section 4(g)(v) below, Executive shall be entitled to receive as severance compensation the following (collectively, “Severance Pay”): (A) an amount equal to the sum of any incentive compensation earned by Employee during the year in which such termination occursExecutive’s then-current annual Base Salary, such incentive compensation to be determined and payable in regular installments beginning within 30 days following the same manner Termination Date in accordance with the Company’s general payroll practices for salaried employees; (B) continuation of the welfare benefits described in Section 3(b) for 12 months (the “Severance Period”) to the extent permissible under the terms of the relevant benefit plans at no cost to Executive; (C) the Bonus payable to Executive within 2 and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and 1/2 months after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current applicable year; (D) with respect to the portion of each restricted stock award held by Executive as of date on which the Employment Period is terminated that is subject to time-based vesting (the “Time-Based RSA”), accelerated vesting of the Time-Based RSA to the vesting event next following the date on which the Employment Period is terminated; and shall provide benefits (E) with respect to the portion of each performance stock unit award held by the Executive as are required by applicable lawof the date on which the Employment Period is terminated that has been converted into “earned shares” (the “Earned PSUs”), accelerated vesting of the Earned PSUs to the vesting event next following the date on which the Employment Period is terminated. However, any payments under For purposes of this Section 4.2.b. payable after termination of employment may be delayed as may be required 4(g), “Bonus” shall mean an amount equal to Executive’s then-current annual Base Salary, multiplied by the percentage contained in Section 7.12 3(d) hereof. ProvidedFor the avoidance of doubt, however, if the termination of Employee’s employment results acceleration provisions set forth in compensation subsections (D) and benefits being provided to Employee pursuant (E) herein shall apply to the Severance Agreement Executive’s Time-Based RSAs and Earned PSUs in addition to any acceleration provisions in the applicable award agreements (except as otherwise expressly provided therein) and the unvested portion of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary any restricted stock awards and benefits accrued through performance share unit awards held by Executive as of the date on which the Employment Period ends (after giving effect to the acceleration provisions set forth in subsections (D) and (E) herein and the terms and conditions of termination or the applicable award agreements and the Surgery Partners, Inc. 2015 Omnibus Incentive Plan (as are otherwise required by applicable lawamended from time to time)) shall be forfeited and of no further force and effect.

Compensation After Termination. a. (a) If the Employment Period is terminated (i) by the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, without Cause; (ii) either party terminates this Agreement pursuant to Article 2 hereof by reason of Employee's Disability; or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereofthrough expiration of the Employment Period or death of Employee, then except as otherwise provided in the Employment Agreement and Employee’s employment with specific terms of the option agreement or grant, all unvested options to purchase stock of the Company held by Employee shall cease and terminate and as of the date of termination; whereupon, the Company shall have no further obligations hereunder or otherwise with respect to Employee’s 's employment from and after the termination or expiration date, date (except that the Company shall pay payment of Employee’s 's current Base Salary accrued through the date of termination or expiration and any deferred payments provided for herein) and the Company shall provide continue to have all other rights available hereunder (including without limitation, all rights under Sections 3 and 4 at law or in equity). (b) If the Employment Period is terminated by the Company because of Employee's Disability, the Company agrees to continue to pay Employee his current Base Salary during such period of Disability, said payments to continue for a maximum of six months. Thereafter, Employee shall be paid by the Company's insurer, if any, such disability benefits as are required by applicable law. Notwithstanding may be paid to any employee of the foregoingCompany under any disability plan then in effect, if any. (c) If the Employment Period is terminated by the Company terminates without Cause, Employee shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination as well as a prorated Discretionary Bonus) an amount equal to the greater of (i) his Base Salary for a period equal to twelve (12) months and (ii) Employee's Base Salary for the remainder of the Employment Period, such amount to be payable in regular installments in accordance with the Company's general payroll practices for salaried employees. Employee shall have no obligation to mitigate these post-employment payments by seeking other employment. Except pursuant to Section 4.1.a or 4.1.b2.6(a), the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall have no further other obligations hereunder or otherwise with respect to Employee’s 's employment from and after the termination or expiration date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through continue to have all other rights available hereunder (including, without limitation, all rights under Sections 3, 4, and 6 at law or in equity). (d) If the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee is terminated pursuant to the Severance Agreement of even date herewithSection 2.6(a)(iii), 2.6(b), or 2.6(c) above, Employee shall receive no compensation under this Section 4.2be entitled to receive, except at such time it would otherwise be payable, any Discretionary Bonus which would have been payable, based upon the Company's performance over the full fiscal year, prorated for Base Salary and benefits accrued through that portion of the date of termination or as are otherwise required fiscal year during which the Employee was employed by applicable lawthe Company.

Compensation After Termination. a. If (a) Except as described in Section 3.4 hereof, or except as may be specifically required by law, if the Employment Period is terminated (i) by the Company terminates for Cause or due to the death or Permanent Disability of Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates by Employee (including a termination resulting from Employee's election not to renew this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to under Section 4.1.d 1.1 hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof), then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s 's employment from and after the termination date, or expiration date (except that, subject to receiving a signed separation agreement and general release payment of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s 's Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or expiration), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity; (b) Except as are described in Section 3.4 hereof, if the Employment Period is terminated by the Company without Cause (including a termination resulting from the Company's election not to renew this Agreement under Section 1.1 hereof): (i) Employee shall be entitled to receive all items described in Section 3.3(a) above; and (ii) subject to the conditions hereinafter set forth, Employee shall be entitled to receive as severance compensation, the following (collectively, the "Severance Pay"): (A) Employee's then-current monthly Base Salary hereunder for a period of eighteen (18) months (such time period to be hereinafter referred to as the "Severance Period" (unless modified by Section 3.4)), payable in regular installments in accordance with the Company's general payroll practices for salaried employees; (B) the bonus, if any, that Employee would have been entitled under Section 2.2 hereof at the end of the year during which termination without Cause occurs had such termination not occurred, which bonus shall be (1) prorated based on the amount of time that Employee was employed by the Company during the year (not including the Severance Period) for which such bonus is being calculated, and (2) determined and paid to Employee contemporaneously with the determination and payment of bonuses for comparable employees of the Company; and (C) continuation of the welfare benefits described in Section 2.3(a) for the Severance Period, to the extent permissible under the terms of the relevant benefit plans. The bonus described in subclause (B) above shall not be the "Target Bonus" (as defined in Section 3.4(b)), but rather the bonus that would have been payable pursuant to Section 2.2 hereof, as modified by this Section 3.3(b). Employee's right to receive Severance Pay hereunder is conditioned upon: (x) Employee executing and delivering to the Company a written separation agreement and general release of all claims, in form and substance acceptable to the Company, which shall among other things, contain a general release by Employee of all claims arising out of his employment and termination of employment by the Company; and (y) Employee's compliance with all of his obligations which survive termination of this Agreement, including without limitation those described in Article IV below. The Severance Pay is intended to be in lieu of all other payments to which Employee might otherwise required by applicable lawbe entitled in respect of his termination without Cause. The Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the date of termination of employment with the Company for any reason (the "Termination Date"), and the Company shall continue to have all other rights available hereunder (including without limitation, all rights hereunder (including without limitation, all rights under Article IV hereof) at law or in equity.

Compensation After Termination. a. (a) If (i) the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates under this Agreement pursuant is terminated by the Company due to Article 2 hereof or (iii) the Employee’s Disability, and the Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereofincurs a Separation from Service, then the Employment Agreement and Company shall pay to the Employee (in addition to the payment of the Base Salary through the date of termination as well as a prorated Senior Management Plan Bonus) an amount in cash equal to the Employee’s employment Base Salary, as in effect on the date of termination, through the one year anniversary of the date of termination, in equal installments in accordance with the Company’s ordinary payroll pay practices, provided, however, that the Company may cease making such payments if Employee becomes eligible to receive and begins receiving long-term disability payments from the applicable insurer in an amount equal to Employee’s after-tax Base Salary per month at the level received immediately before incurrence of the Disability, and provided, further, that if allowed by the terms of the applicable long-term disability policy, the amount payable by the Company shall terminate be reduced by the amount payable under the applicable long-term disability policy such that the aggregate amount received by Employee shall equal the Employee’s after-tax Base Salary per month at the level received immediately before incurrence of the Disability (based upon the amounts of federal, state and local income and employment taxes withheld by the Company from Employee’s Base Salary as immediately before such incurrence). Nothing in this Section 2.6(a) is to be construed as a reason to delay the commencement or reduce the amount of long-term disability benefits payable from the Company’s insurance carrier. Except as otherwise provided in this Agreement, the Company shall have no further other obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that and the Company shall pay continue to have all other rights available hereunder (including, without limitation, all rights under Sections 3, 4, and 6 at law or in equity). (b) If Employee’s employment under this Agreement is terminated by the Company without Cause or the Executive terminates his employment for Good Reason, in each case prior to any Change of Control (as defined in Section 2.6(c) below) and not in anticipation of a Change of Control, during the Term, and the Employee incurs a Separation from Service, Employee shall be entitled to receive as severance pay (in addition to the payment of the Base Salary accrued through the date of termination or expiration termination) an amount equal to one year of his current Base Salary, payable over the one year period following his Separation from Service in equal installments in accordance with the Company’s ordinary payroll pay practices. In addition, all unvested Equity Awards and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned other equity awards held by Employee during shall accelerate and vest in full as of the year date of termination. Employee shall have no obligation to mitigate these post-employment payments by seeking other employment. Except as otherwise provided in which such termination occursthis Agreement, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall have no further other obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay continue to have all other rights available hereunder (including, without limitation, all rights under Sections 3, 4, and 6 at law or in equity). (c) If the Employee’s employment is terminated by the Company without Cause for any reason or no reason other than Employee’s death or Disability, or the Employee terminates his employment for Good Reason, in each case within 24 months following a Change of Control that occurred during the Term, or in anticipation of a Change of Control, and the Employee incurs a Separation from Service, Employee shall be entitled to receive (i) all compensation accrued and unpaid prior to the date of termination, (ii) an amount equal to two (2) times his annual Base Salary (based upon the greater of (A) Employee’s Base Salary through the end as of the then current Employment Period date of the Change of Control, or (B) Employee’s highest Base Salary at any time following the commencement of the Term), payable in equal installments over the 18-month period following Employee’s Separation from Service, in accordance with the Company’s regular payroll pay practices (iii) an amount equal to two (2) times the average of the Senior Management Bonuses calculated for 2009 and each successive full calendar year prior to the date of termination, payable in a lump sum on the First Payment Date (as defined in Section 2.6(f) below) and (iv) the vesting of all stock options, shares of restricted stock and other equity awards held by Employee shall provide benefits as accelerate and vest in full. The payments described in this Section 2.6(c) are required by applicable lawintended to be in lieu of and not to duplicate any payments described in Sections 2.6(a), 2.6(b) or 2.6(d). However, Therefore in the event the Employee is entitled to receive any payments under this Section 4.2.b2.6(c), he shall not be entitled to any payments under Sections 2.6(a), 2.6(b) or 2.6(d). payable after termination of employment may be delayed as may Employee shall not be required to mitigate the amount of any payment required by this Section 7.12 hereof2.6(c) by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Employee in any subsequent employment. Provided, however, if In the termination of Employee’s employment results in compensation and benefits being provided event that the payment amounts due to Employee pursuant to this Section 2.6(c) and other provisions of this Agreement, plus any other compensation or benefits provided to Employee under any other agreement, plan or arrangement with the Severance Agreement Company, following a Change of even date herewithControl would result in an “excess parachute payment” within the meaning of Section 280G of the Code, then the amount due to Employee shall receive be capped at the maximum amount payable to Employee before such “excess parachute payment” provisions would otherwise apply by reducing first, the amount of Base Salary otherwise payable in cash compensation under Section 2.6(c)(ii), and second, the amount of Senior Management Bonus otherwise payable in cash compensation under Section 2.6(c)(iii). For purposes of determining the limitations under Section 280G of the Code, it is recognized that the non-competition and non-solicitation provisions of Section 3 of this Agreement constitutes a refraining from the performance of services such that the reasonable value for such provisions is excluded from the determination of the amount of “parachute payments” as defined by Section 280G of the Code. The parties agree and acknowledge that the foregoing provisions are intended to prevent the imposition on the Employee of any tax for excess parachute payments under Section 4999 of the Code. However, if any tax for excess parachute payments is imposed on the Employee under Section 4999 of the Code, the Company will be responsible for payment of the tax, penalty, interest and any related audit costs incurred by Employee, including any payments necessary to place the Employee in the same taxable position he would have been had no compensation excess parachute payments existed, and the Employee will be required to return to the Company any excess amounts received over the limitations of Section 280G of the Code. All calculations, valuations and amounts payable under this Section 4.22.6(c), except for Base Salary and benefits accrued through the date limitations imposed by Section 280G of termination or as are otherwise required the Code, shall be calculated at Company expense by applicable lawan independent accounting firm that is mutually agreed upon by the Company and the Employee.

Compensation After Termination. a. If (ia) The "Termination Date" shall be the date Employee ceases providing services to the Company terminates Employee’s employment during as an employee. In the Employment Period pursuant event Employee provides Notice of Termination to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates this Agreement pursuant the Company less than four weeks prior to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereofthe date such Notice identifies as the Termination Date, then the Employment date said Notice of Termination is received by the Company shall be the Termination Date. (b) Employee will not receive any compensation from the Company after the Termination Date other than accrued, unused vacation, except as described under Paragraphs (c) and (d) of this Section 7 of this Agreement, if applicable. Employee's participation in all fringe benefits offered by the Company to its employees will cease immediately on the Termination Date except as described in Paragraph (c) of this Section 7 of this Agreement, if applicable. Nothing in this Agreement, however, is intended to impair any rights vested under law in any benefit plan of the Company. (c) If this Agreement and Employee’s 's employment with the Company shall terminate and is terminated by the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.bwithout stated cause, the Company will pay Employee: (i) For a period of six months beginning with the Termination Date at Employee's current rate of pay as of the day preceding the Termination Date, less amounts equivalent to income Employee a pro rata share of any incentive compensation earned by Employee earns during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s said six month period from other employment not been terminated pursuant to Section 4.1.a or 4.1.bindependent consulting. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith(ii) During said six month period, Employee shall receive no compensation under this Section 4.2act as a consultant to the Company as requested by the Company for up to six days per month. (iii) During said six month period, except the Company will contribute towards the premium cost of medical continuation coverage for Base Salary Employee and/or Employee's dependents on the same basis as it then contributes towards the medical coverage of active employees and/or their dependents, for any months in said period during which Employee and/or Employee's dependents are eligible and benefits accrued through the date of termination or as are otherwise required by applicable lawelect to continue such coverage.

Compensation After Termination. a. (a) If the Employment Period or this Agreement is terminated (i) by the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereoffor Cause, (ii) either party terminates this Agreement by Executive pursuant to Article 2 hereof or a Voluntary Termination, (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereofthrough expiration of the Employment Period, or (iv) by virtue of Employee's death or Disability, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise (except as agreed to in writing) with respect to Employee’s Executive's employment from and after the applicable termination or expiration datedate (except payment of Executive's Annual Draw and provision of benefits described in SECTION 2.3 hereof, except that the Company shall pay Employee’s Base Salary in each case which have accrued through the date of termination or expiration expiration, and shall provide such benefits as are required by applicable law. Notwithstanding any Cash Bonus or Equity Bonus that was actually payable but not paid prior to the foregoingeffective date of termination), if and the Company terminates Employee shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 at law or in equity). (b) If the Employment Period is terminated by the Company without Cause pursuant to Section 4.1.a clause (ii) of the first sentence of SECTION 1.4 hereof or 4.1.bby Executive with Good Reason pursuant to clause (ii) of the first sentence of SECTION 1.5 hereof, then, subject to Executive's compliance with the Company will Restrictive Covenants, as Executive's sole and exclusive remedy, Executive shall be entitled to receive (i) as severance pay to Employee a pro rata share the Annual Draw and the Cash Bonus hereunder for the period of any incentive compensation earned by Employee during the year in time which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been remaining in the Employment Period had Employee’s employment it not been so terminated, payable in regular installments in accordance with the Company's general payroll practices for salaried employees (or, in the case of the Cash Bonus, in accordance with the terms set forth in SECTION 2.1(B) above), and (ii) provision of benefits described in SECTION 2.3 hereof which have accrued through the date of such termination. In the event the Employment Period is terminated by the Company without Cause pursuant to Section 4.1.a clause (ii) of the first sentence of SECTION 1.4 hereof or 4.1.b. b. If the Company terminates the Employee’s employment by Executive with Good Reason pursuant to Section 4.1.d clause (ii) of the first sentence of SECTION 1.5 hereof, then the Company shall have no further obligations hereunder or otherwise (except as agreed to in writing) with respect to Employee’s Executive's employment from and after the termination date, date except that, subject and only to receiving a signed separation agreement and general release of claims from Employee substantially the extent set forth in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable lawimmediately preceding sentence.

Compensation After Termination. a. If (i) the Company terminates Employee’s employment during If the Employment Period has commenced and is terminated pursuant to Section 4.1.aExecutive’s resignation without Good Reason, 4.1.bdeath or Incapacity, or 4.1.c hereof, (ii) either party terminates this Agreement pursuant Executive shall only be entitled to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s receive her Base Salary accrued through the date of termination or expiration and shall provide such not be entitled to any other salary, bonus, compensation or benefits from Parent, Symbion or their Subsidiaries, except as are may be required by applicable law. (ii) If the Employment Period has commenced and is terminated by the Company for Cause, Executive shall only be entitled to her Base Salary through the date of termination and shall not be entitled to any other salary, bonus, compensation or benefits from Parent, Symbion or their Subsidiaries, except as may be required by applicable law. Notwithstanding In addition, in such event, Executive shall automatically forfeit any rights to any unvested equity owned by Executive in Parent, Symbion or any Subsidiary. (iii) If the foregoing, if Employment Period has commenced and is terminated (1) by the Company terminates Employee pursuant to Section 4.1.a without Cause, (2) by Executive for Good Reason or 4.1.b, (3) this Agreement is not renewed by the Company will pay or is allowed to Employee a pro rata share expire by the Company, then subject to the conditions described in Section 4(g)(v) below, Executive shall be entitled to receive as severance compensation the following (collectively, “Severance Pay”): (A) an amount equal to the sum of any incentive compensation earned by Employee during the year in which such termination occursExecutive’s then-current annual Base Salary, such incentive compensation to be determined and payable in regular installments beginning within 30 days following the same manner Termination Date in accordance with the Company’s general payroll practices for salaried employees; (B) continuation of the welfare benefits described in Section 3(b) for 12 months (the “Severance Period”) to the extent permissible under the terms of the relevant benefit plans at no cost to Executive; (C) the Bonus payable to Executive within 2 and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and 1/2 months after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current applicable year; (D) with respect to the portion of each restricted stock award held by Executive as of date on which the Employment Period is terminated that is subject to time-based vesting (the “Time-Based RSA”), accelerated vesting of the Time-Based RSA to the vesting event next following the date on which the Employment Period is terminated; and shall provide benefits (E) with respect to the portion of each performance stock unit award held by the Executive as are required by applicable lawof the date on which the Employment Period is terminated that has been converted into “earned shares” (the “Earned PSUs”), accelerated vesting of the Earned PSUs to the vesting event next following the date on which the Employment Period is terminated. However, any payments under For purposes of this Section 4.2.b. payable after termination of employment may be delayed as may be required 4(g), “Bonus” shall mean an amount equal to Executive’s then-current annual Base Salary, multiplied by the percentage contained in Section 7.12 3(d) hereof. ProvidedFor the avoidance of doubt, however, if the termination unvested portion of Employee’s employment results in compensation any restricted stock awards and benefits being provided to Employee pursuant performance share unit awards held by Executive as of the date on which the Employment Period ends (after giving effect to the Severance Agreement acceleration provisions set forth in subsections (D) and (E) herein and the terms and conditions of even date herewiththe applicable award agreements and the Surgery Partners, Employee Inc. 2015 Omnibus Incentive Plan (as amended from time to time)) shall receive be forfeited and of no compensation under this Section 4.2, except for Base Salary further force and benefits accrued through the date of termination or as are otherwise required by applicable laweffect.

Compensation After Termination. a. (a) If the Employment Period or this Agreement is terminated (i) by the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereoffor Cause, (ii) either party terminates this Agreement by Employee pursuant to Article 2 hereof a Voluntary Termination, or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then through expiration or nonrenewal of the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereofPeriod, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s 's employment from and after the termination date, date (except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination payment of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for 's Base Salary and benefits described in SECTION 2.3 hereof, including but not limited to mandatory bonuses, in each case which have accrued through the date of termination or expiration), and the Company shall continue to have all other rights available hereunder. If the Employment Period or this Agreement is terminated by virtue of Employee's death or Disability, then the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the termination date (except payment of Employee's Base Salary and benefits described in SECTION 2.3 hereof, including but not limited to mandatory bonuses, through the date which is one hundred eighty (180) days after such termination) and the Company shall continue to have all other rights available hereunder. (b) If the Employment Period is terminated by the Company without Cause, Employee shall be entitled to receive as are otherwise required by applicable lawseverance pay (i) Employee's Base Salary hereunder, and (ii) the benefits described in SECTION 2.3 hereof, including but not limited to mandatory bonuses, in each case for the period of time which would have been remaining in the Initial Employment Period or the Renewal Period, as the case may be, in absence of such termination, payable at such times and in such manner as would have been the case had Employee remained employed hereunder.

Compensation After Termination. a. If (a) Except as described in Section 3.4 hereof, or except as may be specifically required by law, if the Employment Period is terminated (i) by the Company terminates for Cause or due to the death or Permanent Disability of Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates by Employee (including a termination resulting from Employee’s election not to renew this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to under Section 4.1.d 1.1 hereof), then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, date (except that the Company shall pay payment of Employee’s Base Salary accrued through the date of termination or expiration expiration), and the Company shall provide such benefits continue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity; (b) Except as are required by applicable law. Notwithstanding the foregoingdescribed in Section 3.4 hereof, if the Employment Period is terminated by the Company terminates without Cause (including a termination resulting from the Company’s election not to renew this Agreement under Section 1.1 hereof): (i) Employee shall be entitled to receive all items described in Section 3.3(a) above; and (ii) subject to the conditions hereinafter set forth, Employee shall be entitled to receive as severance compensation, the following (collectively, the “Severance Pay”): (A) Employee’s then-current monthly Base Salary hereunder for a period of twelve (12) months (such time period to be hereinafter referred to as the “Severance Period” (unless modified by Section 3.4)), payable in regular installments in accordance with the Company’s general payroll practices for salaried employees; (B) the bonus, if any, that Employee would have been entitled under Section 2.2 hereof at the end of the year during which the termination without Cause occurs had such termination not occurred, which bonus shall be (1) prorated based on the amount of time that Employee was employed by the Company during the year (not including the Severance Period) for which such bonus is being calculated, and (2) determined and paid to Employee contemporaneously with the determination and payment of bonuses for comparable employees of the Company; and (C) continuation of the welfare benefits described in Section 2.4(a) for the Severance Period, to the extent permissible under the terms of the relevant benefit plans. The bonus described in subclause (B) above shall not be the “Target Bonus” (as defined in Section 3.4(b)), but rather the bonus that would have been payable pursuant to Section 4.1.a or 4.1.b2.2 hereof, as modified by this Section 3.3(b). Employee’s right to receive Severance Pay hereunder is conditioned upon: (x) Employee executing and delivering to the Company will pay a written separation agreement and general release of all claims, in form and substance acceptable to Employee the Company, which shall among other things, contain a pro rata share of any incentive compensation earned general release by Employee during of all claims arising out of his employment and termination of employment by the year Company; and (y) Employee’s compliance with all of his obligations which survive termination of this Agreement, including without limitation those described in which such termination occurs, such incentive compensation Article IV below. The Severance Pay is intended to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant lieu of all other payments to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the which Employee might otherwise be entitled in respect of his termination without Cause. The Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release date of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 with the Company for any reason (the “Termination Date”), and the Company shall continue to have all other rights available hereunder (including without limitation, all rights hereunder (including without limitation, all rights under Article IV hereof. Provided, however, if the termination of Employee’s employment results ) at law or in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable lawequity.

Compensation After Termination. a. If (a) Except as described in Section 3.4 hereof, or except as may be specifically required by law, if the Employment Period is terminated (i) by the Company terminates for Cause or due to the death or Permanent Disability of Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates by Employee (including a termination resulting from Employee’s election not to renew this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to under Section 4.1.d 1.1 hereof), then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, date (except that the Company shall pay payment of Employee’s Base Salary accrued through the date of termination or expiration expiration), and the Company shall provide such benefits continue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity; (b) Except as are required by applicable law. Notwithstanding the foregoingdescribed in Section 3.4 hereof, if the Employment Period is terminated by the Company terminates without Cause (including a termination resulting from the Company’s election not to renew this Agreement under Section 1.1 hereof): (i) Employee pursuant shall be entitled to receive all items described in Section 4.1.a or 4.1.b3.3(a) above; and (ii) subject to the conditions hereinafter set forth, Employee shall be entitled to receive as severance compensation, the following (collectively, the “Severance Pay”): (A) Employee’s then-current monthly Base Salary hereunder for a period of eighteen (18) months (such time period to be hereinafter referred to as the “Severance Period” (unless modified by Section 3.4)), payable, beginning 30 days following the Termination Date, in regular installments in accordance with the Company’s general payroll practices for salaried employees; (B) the bonus, if any, to which Employee would have been entitled under Section 2.2 hereof at the end of the year during which the termination without Cause occurs had such termination not occurred, which bonus shall be (1) prorated based on the amount of time that Employee was employed by the Company will pay during the year (not including the Severance Period) for which such bonus is being calculated, and (2) determined and paid to Employee a pro rata share contemporaneously with the determination and payment of any incentive compensation earned by Employee bonuses for comparable employees of the Company during the calendar year next following the year in which such termination the Termination Date occurs; and (C) continuation of the welfare benefits described in Section 2.4(a) for the Severance Period, such incentive compensation to the extent permissible under the terms of the relevant benefit plans. The bonus described in subclause (B) above shall not be determined and payable the “Target Bonus” (as defined in Section 3.4(b)), but rather the same manner and at the same time as it bonus that would have been had Employee’s employment not been terminated payable pursuant to Section 4.1.a 2.2 hereof, as modified by this Section 3.3(b). Employee’s right to receive Severance Pay hereunder is conditioned upon: (x) Employee executing and delivering to the Company, before any payment is due or 4.1.b. b. If scheduled to begin, a written separation agreement and general release of all claims, in form and substance acceptable to the Company, which shall among other things, contain a general release by Employee of all claims arising out of his employment and termination of employment by the Company terminates the (a “Release Agreement”); and (y) Employee’s employment pursuant compliance with all of his obligations which survive termination of this Agreement, including without limitation those described in Article IV below. The Severance Pay is intended to Section 4.1.d hereof, then the be in lieu of all other payments to which Employee might otherwise be entitled in respect of his termination without Cause. The Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release date of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 with the Company for any reason (the “Termination Date”), and the Company shall continue to have all other rights available hereunder (including without limitation, all rights hereunder (including without limitation, all rights under Article IV hereof. Provided, however, if the termination of Employee’s employment results ) at law or in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable lawequity.

Compensation After Termination. a. If (a) Subject to Section 3.3(b) hereof, or except as may be specifically required by law, if the Employment Period is terminated for any reason, including (i) the Company terminates Employee’s employment during expiration of the Employment Period pursuant as a result of Employee exercising Employee’s right to not renew the Agreement under Section 4.1.a, 4.1.b, or 4.1.c hereof1.1, (ii) either party terminates this Agreement pursuant by the Company for Cause or due to Article 2 hereof the death or Permanent Disability of Employee under Section 3.1, or (iii) by Employee voluntarily terminates this Agreement pursuant to under Section 4.1.d hereof3.2, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from Employee except for the right to receive reimbursement of expenses and after the termination or expiration date, except that the Company shall pay payment of Employee’s Base Salary accrued through the date of such termination or expiration (such reimbursement and payment, the “Accrued Amounts”), and the Company shall provide such benefits as are required by applicable law. Notwithstanding the foregoingcontinue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity. (b) Subject to Section 3.3(c) hereof, if the Employment Period is terminated as a result of Company exercising Company’s right to not renew the Agreement under Section 1.1, by the Company without Cause and not due to Permanent Disability under Section 3.1, or if Employee terminates his employment for Good Reason, then: (i) Employee pursuant shall be entitled to Section 4.1.a or 4.1.breceive the Accrued Amounts; and (ii) subject to the conditions hereinafter set forth, Employee shall be entitled to receive as severance compensation, the Company will pay to Employee following (collectively, the “Severance Pay”): (A) continued payment of Employee’s then-current monthly Base Salary hereunder for a pro rata share period of any incentive compensation earned by Employee during the year in which twelve (12) months (such termination occurs, such incentive compensation time period to be determined and hereinafter referred to as the “Severance Period”), payable in regular installments in accordance with the same manner and at Company’s general payroll practices for salaried employees; (B) the same time as it bonus, if any, to which Employee would have been had Employee’s employment not been terminated pursuant to entitled under Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through 2.2 hereof at the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if year during which the termination without Cause occurs had such termination not occurred, which bonus shall be (1) prorated based on the amount of Employee’s employment results in compensation time that Employee was employed by the Company during the year (not including the Severance Period) for which such bonus is being calculated, and benefits being provided (2) determined and paid to Employee pursuant contemporaneously with the determination and payment of bonuses for similarly situated employees of the Company; and (C) continuation of the welfare benefits described in Section 2.3(a) for the Severance Period, to the Severance Agreement extent permissible under the terms of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable lawrelevant benefit plans.

Compensation After Termination. a. (a) If (i) the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates under this Agreement pursuant is terminated by the Company due to Article 2 hereof or (iii) the Employee’s Disability, and the Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereofincurs a Separation from Service, then the Employment Agreement and Company shall pay to the Employee (in addition to the payment of the Base Salary through the date of termination as well as a prorated Senior Management Plan Bonus) an amount in cash equal to the Employee’s employment Base Salary, as in effect on the date of termination, through the one year anniversary of the date of termination, in equal installments in accordance with the Company’s ordinary payroll pay practices, provided, however, that the Company may cease making such payments if Employee becomes eligible to receive and begins receiving long-term disability payments from the applicable insurer in an amount equal to Employee’s after-tax Base Salary per month at the level received immediately before incurrence of the Disability, and provided, further, that if allowed by the terms of the applicable long-term disability policy, the amount payable by the Company shall terminate be reduced by the amount payable under the applicable long-term disability policy such that the aggregate amount received by Employee shall equal the Employee’s after-tax Base Salary per month at the level received immediately before incurrence of the Disability (based upon the amounts of federal, state and local income and employment taxes withheld by the Company from Employee’s Base Salary as immediately before such incurrence). Nothing in this Section 2.6(a) is to be construed as a reason to delay the commencement or reduce the amount of long-term disability benefits payable from the Company’s insurance carrier. Except as otherwise provided in this Agreement, the Company shall have no further other obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that and the Company shall pay Employee’s Base Salary accrued through the date of termination continue to have all other rights available hereunder (including, without limitation, all rights under Sections 3, 4, and 6 at law or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had equity). (b) If Employee’s employment not been under this Agreement is terminated pursuant to Section 4.1.a or 4.1.b. b. If by the Company without Cause or the Executive terminates the Employee’s his employment pursuant for Good Reason, in each case prior to Section 4.1.d hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release any Change of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified Control (as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable law.defined in

Compensation After Termination. a. If (a) Except as described in Section 3.4 hereof, or except as may be specifically required by law, if the Employment Period is terminated (i) by the Company terminates for Cause or due to the death or Permanent Disability of Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates by Employee (including a termination resulting from Employee’s election not to renew this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to under Section 4.1.d 1.1 hereof), then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, date (except that the Company shall pay payment of Employee’s Base Salary accrued through the date of termination or expiration expiration), and the Company shall provide such benefits continue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity; (b) Except as are required by applicable law. Notwithstanding the foregoingdescribed in Section 3.4 hereof, if the Employment Period is terminated by the Company terminates without Cause (including a termination resulting from the Company’s election not to renew this Agreement under Section 1.1 hereof): (i) Employee pursuant shall be entitled to receive all items described in Section 4.1.a or 4.1.b3.3(a) above; and (ii) subject to the conditions hereinafter set forth, Employee shall be entitled to receive as severance compensation, the following (collectively, the “Severance Pay”): (A) Employee’s then-current monthly Base Salary hereunder for a period of fourteen (14) months (such time period to be hereinafter referred to as the “Severance Period” (unless modified by Section 3.4)), payable, beginning 30 days following the Termination Date, in regular installments in accordance with the Company’s general payroll practices for salaried employees; (B) the bonus, if any, to which Employee would have been entitled under Section 2.2 hereof at the end of the year during which the termination without Cause occurs had such termination not occurred, which bonus shall be (1) prorated based on the amount of time that Employee was employed by the Company will pay during the year (not including the Severance Period) for which such bonus is being calculated, and (2) determined and paid to Employee a pro rata share contemporaneously with the determination and payment of any incentive compensation earned by Employee bonuses for comparable employees of the Company during the calendar year next following the year in which such termination the Termination Date occurs; and (C) continuation of the welfare benefits described in Section 2.3(a) for the Severance Period, such incentive compensation to the extent permissible under the terms of the relevant benefit plans. The bonus described in subclause (B) above shall not be determined and payable the “Target Bonus” (as defined in Section 3.4(b)), but rather the same manner and at the same time as it bonus that would have been had Employee’s employment not been terminated payable pursuant to Section 4.1.a 2.2 hereof, as modified by this Section 3.3(b). Employee’s right to receive Severance Pay hereunder is conditioned upon: (x) Employee executing and delivering to the Company, before any payment is due or 4.1.b. b. If scheduled to begin, a written separation agreement and general release of all claims, in form and substance acceptable to the Company, which shall among other things, contain a general release by Employee of all claims arising out of his employment and termination of employment by the Company terminates the (a “Release Agreement”); and (y) Employee’s employment pursuant compliance with all of his obligations which survive termination of this Agreement, including without limitation those described in Article IV below. The Severance Pay is intended to Section 4.1.d hereof, then the be in lieu of all other payments to which Employee might otherwise be entitled in respect of his termination without Cause. The Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the date of termination dateof employment with the Company for any reason (the “Termination Date”), except thatand the Company shall continue to have all other rights available hereunder (including without limitation, subject all rights hereunder (including without limitation, all rights under Article IV hereof) at law or in equity. For purposes of this Section 3.3(b) only and to receiving a signed separation agreement and general release of claims from the extent Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as continues to be fully enforceable under current applicable lawemployed by the Company, Company on March 15, 2010 the Severance Period shall pay increase by one additional month to fifteen (15) months due to an additional year of service by Employee’s Base Salary through , provided that in no event shall the end of the then current Employment Severance Period and shall provide benefits as are required by applicable law. However, any payments payable under this Section 4.2.b. payable after termination of employment may 3.3(b) be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable lawgreater than fifteen (15) months.

Compensation After Termination. a. (a) If (i) the Executive is terminated by the Company terminates Employee’s employment during for Cause or if the Employment Period pursuant to Section 4.1.aExecutive resigns without Good Reason, 4.1.bthen, or 4.1.c hereofexcept as required by law, (ii) either party terminates this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employeethe Executive’s employment from and after the date of said termination (except only for payment of the Base Salary and unused vacation time accrued through the date of such termination and expenses pursuant to Section 2.4(c) of this Agreement), and the Company shall continue to have all other rights available hereunder (including all rights under the Restrictive Covenants (as defined below) at law or in equity). (b) Subject to the Executive’s execution and delivery to the Company of an effective release substantially in the form attached hereto as revised by the Company from time to time in accordance with Section 13.3 of this Agreement (a “Release”), if the Executive is terminated by the Company without Cause or by Executive with Good Reason, then: (i) the Executive shall receive as severance pay continuation of Base Salary as of the date of termination for one (1) year (the “Severance Amount”); and (ii) if the Executive timely elects and remains eligible for continued health insurance coverage under federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), the Company will pay the Executive’s COBRA premiums for one (1) year after the date of termination. Payments shall commence hereunder on the 30th day after separation from service (under the schedule set forth above) provided that a fully effective release has been signed and returned to the Company prior to that date; provided, however, that if separation from service is due to an “Exit Incentive Program” as defined in the ADEA (as defined in the Release), payments shall commence on the 55th day after separation from service (under the schedule set forth herein) and only if a fully effective release has been signed and returned to the Company prior to that date. The Severance Amount shall be payable in accordance with the Company’s customary payroll practices as in effect from time to time on the Company’s ordinary payroll schedule, and otherwise in accordance with the Company’s policies that would otherwise apply to the payment of the Base Salary, including applicable deductions and withholdings; provided all such rights to any Severance Amount or COBRA premiums shall cease and any amounts paid shall be forfeited and recoverable by the Company in the event the Company determines in good faith that the Executive has violated any Restrictive Covenants (as defined below) or any other provisions of this Agreement. The Company shall, except as required by law, have no other obligations hereunder or otherwise with respect to the Executive’s employment from and after the termination or expiration date, date (except that only for payment of the Company shall pay Employee’s Base Salary and unused vacation time accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable law.such

Compensation After Termination. a. If (a) Except as described in Section 3.4 hereof, or except as may be specifically required by law, if the Employment Period is terminated (i) by the Company terminates for Cause or due to the death or Permanent Disability of Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates by Employee (including a termination resulting from Employee’s election not to renew this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to under Section 4.1.d 1.1 hereof), then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, date (except that the Company shall pay payment of Employee’s Base Salary accrued through the date of termination or expiration expiration), and the Company shall provide such benefits continue to have all other rights available hereunder (including, without limitation, all rights under Article IV hereof) at law or in equity; (b) Except as are required by applicable law. Notwithstanding the foregoingdescribed in Section 3.4 hereof, if the Employment Period is terminated by the Company terminates without Cause (including a termination resulting from the Company’s election not to renew this Agreement under Section 1.1 hereof): (i) Employee pursuant shall be entitled to receive all items described in Section 4.1.a or 4.1.b3.3(a) above; and (ii) subject to the conditions hereinafter set forth, Employee shall be entitled to receive as severance compensation, the following (collectively, the “Severance Pay”): (A) Employee’s then-current monthly Base Salary hereunder for a period of ten (10) months (such time period to be hereinafter referred to as the “Severance Period” (unless modified by Section 3.4)), payable, beginning 30 days following the Termination Date, in regular installments in accordance with the Company’s general payroll practices for salaried employees; (B) the bonus, if any, to which Employee would have been entitled under Section 2.2 hereof at the end of the year during which the termination without Cause occurs had such termination not occurred, which bonus shall be (1) prorated based on the amount of time that Employee was employed by the Company will pay during the year (not including the Severance Period) for which such bonus is being calculated, and (2) determined and paid to Employee a pro rata share contemporaneously with the determination and payment of any incentive compensation earned by Employee bonuses for comparable employees of the Company during the calendar year next following the year in which such termination the Termination Date occurs; and (C) continuation of the welfare benefits described in Section 2.3(a) for the Severance Period, such incentive compensation to the extent permissible under the terms of the relevant benefit plans. The bonus described in subclause (B) above shall not be determined and payable the “Target Bonus” (as defined in Section 3.4(b)), but rather the same manner and at the same time as it bonus that would have been had Employee’s employment not been terminated payable pursuant to Section 4.1.a 2.2 hereof, as modified by this Section 3.3(b). Employee’s right to receive Severance Pay hereunder is conditioned upon: (x) Employee executing and delivering to the Company, before any payment is due or 4.1.b. b. If scheduled to begin, a written separation agreement and general release of all claims, in form and substance acceptable to the Company, which shall among other things, contain a general release by Employee of all claims arising out of his employment and termination of employment by the Company terminates the (a “Release Agreement”); and (y) Employee’s employment pursuant compliance with all of his obligations which survive termination of this Agreement, including without limitation those described in Article IV below. The Severance Pay is intended to Section 4.1.d hereof, then the be in lieu of all other payments to which Employee might otherwise be entitled in respect of his termination without Cause. The Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the date of termination dateof employment with the Company for any reason (the “Termination Date”), except thatand the Company shall continue to have all other rights available hereunder (including without limitation, subject to receiving a signed separation agreement all rights hereunder (including without limitation, all rights under Article IV hereof) at law or in equity. For purposes of this Section 3.3(b) only, the Severance Period shall increase based on additional years of service by Employee as follows: Beginning March 19, 2009 and general release of claims from each anniversary thereafter for so long as Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as continues to be fully enforceable under current applicable lawemployed by the Company, Company the Severance Period shall pay Employee’s Base Salary through be increased by one (1) month every March 19th (e.g. on March 19, 2009, the end of Severance Period shall be increased to eleven (11) months; and on March 19, 2010, the then current Employment Severance Period and shall provide benefits as are required by applicable law. Howeverbe increased to twelve (12) months), any payments provided that in no event shall the Severance Period payable under this Section 4.2.b. payable after termination of employment may 3.3(b) be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable lawgreater than twelve (12) months.