Common use of Compensation Upon Termination or During Disability Clause in Contracts

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e).

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensationaccrued and unpaid incentive compensation, if any, under Subparagraph 3(b3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation incentive compensation payments, if any, under Subparagraph 3(b3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 87 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensationincentive compensation, if any, under Subparagraph 3(b3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of terminationsuch period, the Company shall be entitled to set-off against the remaining Severance Amount fifty seventy-five percent (5075%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such periodemployer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the CompanyCompany and the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation incentive compensation under Subparagraph 3(b3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers number of complete fiscal years as Executive may have been employed by the CompanyCompany and the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e6(e).;

Compensation Upon Termination or During Disability. (a) If Executivethe Employee's employment terminates shall be terminated by reason of his death, the Company shall, within ninety (90) days of death, Employer shall pay in a lump sum amount to such person as Executive he shall designate in a notice writing filed with the Company orEmployer, or if no such person is shall be designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicablehis estate as a lump sum benefit, his Adjusted Base Salary, full Salary to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In death in addition to the foregoing, any payments to which Executivethe Employee's spouse, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any pension or employee benefit plan shall also be paid or life insurance policy or similar plan or policy then maintained by the Employer, and such payments shall, assuming the Employer is in accordance compliance with the terms provisions of such plan or arrangement. Such paymentsthis Agreement, in the aggregate, shall fully discharge the CompanyEmployer's obligations hereunderwith respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Employee, shall remain in effect. (b) During any period that Executive the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive the Employee shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executivethe Employee's employment is terminated due pursuant to disability in accordance with Subparagraph 7(b) Section 6.2 of this Agreement, or until Executive the Employee terminates his employment in accordance with Subparagraph 7(e)pursuant to Section 6.4(a) of this Agreement, whichever first occurs. For a period of one (1) year following the Date of TerminationAfter termination, the Company Employee shall pay such health insurance premiums as may be necessary to allow Executivepaid, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date in equal monthly installments, 100% of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentencehis Salary, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, for one year, and thereafter for one additional year at an annual rate equal to 50% of the Company shall Salary which would have no further obligations to Executive except as otherwise expressly provided been in effect under this Agreement, plus, in each case, any disability payments otherwise payable by or pursuant to plans provided any such termination by the Employer to its executive officers. To the extent physically and mentally capable of so doing without potentially impairing or damaging his health, the Employee shall not adversely affect or alter Executive's rights under any employee benefit plan of provide consulting services to the Company in which Executive, at Employer during the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant theretoperiod that he is receiving payments pursuant to this Section 9(b). (dc) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executivethe Employee's employment is shall be terminated for Cause or terminated by the Company Employee without Cause as provided in Subparagraph 7(d)Good Reason prior to or more than twelve months after, then a Change of Control, the Company shall, Employer shall pay the Employee his full Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given given, and his accrued the Employer shall, assuming the Employer is in compliance with the provisions of this Agreement, have no further obligations with respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and unpaid Incentive Compensationhold harmless the Employee, if anyshall remain in effect. (d) If (A) in breach of this Agreement, under Subparagraph 3(bthe Employer shall terminate the Employee's employment other than pursuant to Sections 6.2 or 6.3 hereof (it being understood that a purported termination pursuant to Section 6.2 or 6.3 hereof which is disputed and finally determined not to have been proper shall be a termination by the Employer in breach of this Agreement). In addition, subject to signing by Executive including as a result of a general release Change of claims in Control, and/or (B) the Employee shall terminate his employment for Good Reason or at any time within twelve months after a form and manner satisfactory Change of Control, then the Employer shall pay to the Company,Employee: (i) his full Salary through the Company shall continue Executive's compensation Date of Termination at a the rate equal in effect at the time Notice of Termination is given; (ii) for periods subsequent to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"in lieu of any further payments pursuant to Section 3 of this Agreement), but in no event Severance Pay (as hereinafter defined), payable on the first day following the Date of Termination, as follows: (A) if (i) the Employee, with or without Good Reason, terminates his employment at any time within twelve months after a Change of Control; or (ii) the Employee's employment is terminated either by the Employee for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in Good Reason or by the event Executive commences any employment with an employer Employer other than pursuant to Sections 6.2 or 6.3 hereof, a lump sum amount equal to the Company highest of (x) $300,000 or (y) three (3) times total compensation (including value of the stock options granted during such period) earned by the Employee during the twelve month period ending on prior to such Date of Termination ("Severance Pay"); and (iii) all other damages to which the first anniversary Employee may be entitled as a matter of law or equity as result of the Date termination of terminationhis employment under this Agreement, including all costs and expense and expenses incurred by him (including attorneys fees) in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement. (e) In the event of a termination of this Agreement by the Employee as a result of a Change of Control pursuant to which the Severance Pay is as set forth above in Section 9(d), the Company Severance Pay shall be the average taxable compensation of the Employee for the five taxable years prior to such termination or such higher amount as may be permitted by the Internal Revenue Service to compute "base amount" for purposes of Section 280G of the Internal Revenue Code of 1986 (as amended) multiplied by three (but in no event may this amount exceed Severance Pay as provided by Section 9(d) of this Agreement unless agreed to by the Employee). In the event of a termination of this Agreement by the Employee as a result of a Change of Control the amount payable pursuant to Section 9(d) shall be increased so that after payment of any excise tax the Employee shall receive the amount specified in Section 9(d). The Employee shall be entitled to set-off against initially receive the remaining Severance Amount fifty percent entire amount provided for in Section 9(d) and shall not be required to repay to the Employer any amount which is ultimately and finally determined by the Internal Revenue Service (50%or an appropriate court) to have been in excess of the permitted amount and the Employer agrees to use its best efforts to support the Employee's position that such payments are not subject to excise tax in any dealings with the Internal Revenue Service any in any appropriate legal proceedings. (f) The Employee shall not be required to mitigate the amount of any cash payment provided for in this Section 9 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 9 be reduced by any compensation received earned by Executive the Employee as the result of employment by another employer or business or by profits earned by the Employee from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, other source at any employer other than the Company during the twelve month period ending on the second anniversary of time before and after the Date of Termination. (g) The Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the Company business and/or assets of the Employer, by agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Failure of the Employer to obtain such Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Employer in the same amount and on the same terms as he would be entitled to set-off against the remaining Severance Amount twenty-five percent (25%under Section 9(d)(ii)(B) of the amount of any cash received by Executive from such employer during such period. From time to timeif he terminated his employment for Good Reason, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For except for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Average Base SalaryEmployer" shall mean the average of Employer and any successor to its business and/or assets which executes the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years Agreement or such fewer number of complete fiscal years as Executive may have been employed which otherwise becomes bound by the Company. For purposes terms and conditions of this Agreement, "Average Incentive Compensation" shall mean the average Agreement by operation of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)law.

Compensation Upon Termination or During Disability. (a) In the Event of Death. If Executive's employment terminates shall be --------------------- terminated by reason of his death, the Company shall, within ninety (90) days of death, shall pay in a lump sum amount to such person as Executive his shall designate in a notice filed with the Company Company, or, if no such person is shall be designated, to Executive's estatehis estate as a lump sum death benefit, Executive's the amount of his accrued and but unpaid full Base Salary, or, if applicable, his Adjusted Base Salary, Salary to the date of his deathdeath and any other benefits payable hereunder, plus his Pro Rata Incentive Compensationsuch as un-reimbursed relocation and out-of-pocket expenses, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may payments to be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In in addition to the foregoing, any payments to which Executive's spouse, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any employee pension or executive benefit plan shall also be paid in accordance with or life insurance policy presently maintained by the terms of Company, and such plan or arrangement. Such payments, in the aggregate, payments shall fully discharge the Company's obligations hereunder. All stock options granted to the executive from and after the date hereof shall become vested and immediately exercisable as of the date of Executive's death in accordance with the plan or plans pursuant to which such options are to be issued. If no stock option plan exists at the time of Executive's death, Executive's beneficiaries or the estate shall be able to exercise any such options within eighteen (18) months of the date of Executive's death. (b) In the Event of Physical or Mental Illness. During any period ------------------------------------------ that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted full Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), bonus payments until Executive's employment is terminated due for Total Disability pursuant to disability in accordance with Subparagraph 7(bsubparagraph (i) or until of Section 3 hereof. After termination, Executive terminates shall be paid his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given less, in each case, any disability payments otherwise payable by or pursuant to plans provided by the Company and his accrued actually paid to Executive in substantially equal monthly installments over the remaining term hereof, and unpaid Incentive Compensationother benefits payable hereunder, if anysuch as un- reimbursed relocation and out-of-pocket expenses, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal have no further obligations to Executive under this Agreement. All stock options granted to the sum of Executive's Average Base Salary executive from and his Average Incentive Compensation payable for after the remaining length date hereof shall become vested and immediately exercisable as of the Period date of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for given in Subparagraph 7(frespect of Total Disability in accordance with the plan or plans pursuant to which such options are to be issued. If no stock option plan exists at the time of termination, executive shall be able to exercise such options within six (6) within thirty (30) days after the occurrence months of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) date of Subparagraph 7(e)the Notice of Termination.

Compensation Upon Termination or During Disability. (a) If Executivethe Employee's employment terminates shall be terminated by reason of his death, the Company shall, within ninety (90) days of death, shall pay in a lump sum amount to such person as Executive the Employee shall designate in a notice filed with the Company Company, or, if no such person is shall be designated, to Executive's estatehis estate as a lump sum death benefit, Executive's accrued and unpaid an amount equal to (i) the sum of (A) the highest annual rate at which his Base Salary, or, if applicable, his Adjusted Base Salary, Salary hereunder was paid prior to the date of his death plus (B) the highest annual bonus paid or payable for any of the three years prior to the date of death, plus his Pro Rata Incentive Compensationmultiplied by (ii) the lesser of (A) two or (B) the number of days remaining in the Term of this Agreement divided by 360. So long as the Employee is employed hereunder, if any, under Subparagraph 3(b). For subject to availability at a period of one (1) year following the Date of Terminationcost which does not reflect any abnormal health or other risks, the Company shall pay such health purchase and maintain insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior on the life of the Employee with death benefits thereunder payable to the Date Employee's designated beneficiary or estate which are at least equal to the death benefit provided for in the preceding sentence. Such death benefit shall be exclusive of Termination. In and in addition to the foregoing, any payments to which Executivethe Employee's spousewidow, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any pension or employee benefit plan shall also be paid in accordance with maintained by the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderCompany for its executive officers generally. (b) During any period that Executive the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive the Employee shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted full Base Salary at the rate in effect at prior to the time Notice date of such incapacity until the Date of Termination if the Employee's employment is given. Thereafterterminated pursuant to Section 7(b) hereof. (c) If the Employee's employment shall be terminated for Cause as provided in Section 7(c) hereof, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of pay the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates Employee his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, full Base Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory the Company shall have no further payment obligations to the Company,Employee under this Agreement. (d) If the Company shall terminate the Employee's employment other than pursuant to Sections 7(a), 7(b) or 7(c) hereof or if the Employee shall terminate his employment pursuant to Section 7(d)(i) or 7(d)(ii) hereof, then (i) the Company shall continue Executive's compensation at a rate equal to pay the sum of Executive's Average Employee his full Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after plus any accumulated vacation pay through the Date of Termination at the rate in effect at the time Notice of Termination is given; and (the "Severance Amount"), but ii) in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount lieu of any cash compensation received by Executive from further payments to the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of Employee for periods subsequent to the Date of Termination, the Company shall be entitled make a severance payment to set-off against the Employee not later than the tenth business day following the Date of Termination, in a lump sum amount equal to (A) the sum of (x) the highest annual rate at which his Base Salary hereunder was paid prior to the Date of Termination plus (y) the highest annual bonus paid or payable for any of the three years prior to the Date of Termination, multiplied by (B) the lesser of (x) two or (y) the number of days remaining Severance Amount twenty-five percent in the Term of this Agreement divided by 360; provided, however, that if the Employee shall terminate his employment upon a Change in Control of the Company pursuant to clause (25%D) of Section 7(d)(i), then such lump sum amount shall equal three times the aggregate of (x) the highest annual rate at which the Employee's Base Salary was paid prior to Date of Termination plus (y) the highest amount of any annual bonus paid or payable to the Employee during the three years prior to the Date of Termination. The Employee shall not be required to mitigate the amount of any cash received payment provided for in this Section 8 by Executive from such employer during such period. From time seeking other employment or otherwise. (e) If the Employee terminates this Agreement pursuant to timeSection 7(d)(iii) hereof, Executive may be asked to certify the Employee shall receive his full Base Salary through the Date of Termination including any accrued vacation days at the rate then in effect and the Company shall have no further payment obligations to the Company that he has not accepted Employee under this Agreement. (f) Unless the Employee is terminated for Cause or the Employee's employment with is terminated pursuant to Section 7(a) or 7(d)(iii) hereof, the Employee shall be entitled to continue to participate, for a new employer (including, without limitation, contract and consulting agreements). For purposes period which is the lesser of two years from the Date of Termination or the remaining Term of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years in such health-and-accident plan or such fewer number of complete fiscal years arrangement as Executive may have been employed is made available by the CompanyCompany to its executive officers generally. For purposes of this Agreement, "Average Incentive Compensation" The Employee shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall not be entitled to participate in any other employee benefit plan or arrangement of the Severance Amount only if he provides Company following the Notice Date of Termination except as expressly provided by the terms of any such plan. (g) The Company will reimburse the Employee for in Subparagraph 7(f) within thirty (30) days after the occurrence Federal excise tax, if any, which is due pursuant to Section 4999 of the event or events which constitute such Good Reason Internal Revenue Code of 1986, as specified amended, on the compensation payments (but not this reimbursement payment) described in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)this Agreement.

Compensation Upon Termination or During Disability. Upon termination of employment or during a period of disability, Executive shall be entitled to the following benefits: (a) If Executive's employment terminates is terminated during the Term by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which estate Executive's spouseBase Compensation as though employment was were terminated by the Company without Cause (the "Continued Compensation Period"), beneficiariesand the bonus for the bonus period in which the Termination Date occurs. Thereafter, or estate may be entitled under any employee benefit plan the Company and its affiliates shall also be paid have no further obligations to Executive, other than as provided in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderthis Agreement. (b) During any period that Executive fails to perform his full-time duties hereunder with the Company as a result of incapacity due to physical or mental illnessDisability, Executive shall continue to receive his accrued arid unpaid Base Salary orCompensation during such period, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability the bonus for the bonus period in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first which the Disability occurs. For a During such period of one (1) year following the Date of Termination, that Executive fails to perform his full-time duties with the Company as a result of Disability, Executive shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents continue to receive health insurance coverage substantially similar all compensation payable to coverage they received prior Executive and Company's Disability benefit programs then in effect during such period, unless and until this Agreement shall be terminated pursuant to the Date Section 4(b) of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall applythis Agreement. (c) If Executive's employment is terminated during the Term by reason of Disability, Executive shall continue to receive his Base Compensation through the Continued Compensation Period and the bonus for the bonus period in which the Termination Date occurs. Executive shall also continue to receive all compensation payable under the Company's Disability benefit programs then in effect through the expiration of the Term; thereafter, benefits shall be determined under the retirement, insurance and other compensation programs (other than for Good Reason as provided the bonus arrangements described in Subparagraph 7(e), then the Company shall, through the Date Section 3(b) of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan Agreement of the Company then in which Executive, at effect in accordance with the Date terms of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant theretoprograms). (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without for Cause or as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive a result of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Voluntary Termination, the Company shall be entitled pay Executive his Base Compensation through the Termination Date in the Notice of Termination, and the Company and its affiliates shall have no further obligations under this Agreement. (e) If Executive's employment is terminated during the Term by the Company other than for death, Cause or Disability, or other than as a result of a Voluntary Termination, then the Company shall pay Executive his Base Compensation equal to seta one-off against the remaining Severance Amount twenty-five percent year period. (25%f) The Executive and Foodbrands may enter into an agreement providing for certain rights of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, parties in the event of a change of control in the ownership of Foodbrands, in which event Executive's rights and obligations on the occurrence of such an event will be governed thereby. (g) In addition to all other amounts payable to Executive terminates his employment for Good Reason as provided in Subparagraph 7(e)under this Section 5, he Executive shall be entitled to receive all benefits payable to Executive under the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence plans or agreements of the event or events which constitute Company relating to retirement benefits pursuant to the terms of such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)plan.

Compensation Upon Termination or During Disability. (a) If Executivethe Employee's employment terminates shall be terminated by reason of his death, the Company shall, within ninety (90) days of death, Employer shall pay in a lump sum amount to such person as Executive he shall designate in a notice filed with the Company orEmployer, or if no such person is shall be designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicablehis estate as a lump sum benefit, his Adjusted Base Salary, full Salary to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In death in addition to the foregoing, any payments to which Executivethe Employee's spouse, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any pension or employee benefit plan shall also be paid or life insurance policy or similar plan or policy then maintained by the Employer, and such payments shall, assuming the Employer is in accordance compliance with the terms provisions of such plan or arrangement. Such paymentsthis Agreement, in the aggregate, shall fully discharge the CompanyEmployer's obligations hereunderwith respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Employee, shall remain in effect. (b) During any period that Executive the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive the Employee shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executivethe Employee's employment is terminated due pursuant to disability in accordance with Subparagraph 7(b) Section 6.2 of this Agreement, or until Executive the Employee terminates his employment in accordance with Subparagraph 7(e)pursuant to Section 6.4(a) of this Agreement, whichever first occurs. For a period of one (1) year following the Date of TerminationAfter termination, the Company Employee shall pay such health insurance premiums as may be necessary to allow Executivepaid, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date in equal monthly installments, 100% of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentencehis Salary, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, for one year, and thereafter for one additional year at an annual rate equal to 50% of the Company shall Salary which would have no further obligations to Executive except as otherwise expressly provided been in effect under this Agreement, plus, in each case, any disability payments otherwise payable by or pursuant to plans provided any such termination by the Employer. To the extent physically and mentally capable of so doing without potentially impairing or damaging his health, the Employee shall not adversely affect or alter Executive's rights under any employee benefit plan of provide consulting services to the Company in which Executive, at Employer during the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant theretoperiod that he is receiving payments pursuant to this Section 9(b). (dc) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executivethe Employee's employment is shall be terminated by for Cause, the Company without Cause as provided in Subparagraph 7(d), then Employer shall pay the Company shall, Employee his full Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given given, and his accrued the Employer shall, assuming the Employer is in compliance with the provisions of this Agreement, have no further obligations with respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and unpaid Incentive Compensationhold harmless the Employee, if anyshall remain in effect. (d) If (A) in breach of this Agreement, under Subparagraph 3(bthe Employer shall terminate the Employee's employment other than pursuant to Sections 6.2 or 6.3 hereof (it being understood that a purported termination pursuant to Section 6.2 or 6.3 hereof which is disputed and finally determined not to have been proper shall be a termination by the Employer in breach of this Agreement). In addition, subject to signing by Executive including as a result of a general release Change of claims in Control, or (B) the Employee shall terminate his employment for Good Reason or at any time within twelve months after a form and manner satisfactory Change of Control, then the Employer shall pay to the Company,Employee: (i) his full Salary through the Company shall continue Executive's compensation Date of Termination at a the rate equal in effect at the time Notice of Termination is given; (ii) for periods subsequent to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"in lieu of any further payments pursuant to Section 3 of this Agreement), but in no event for fewer than twenty-four Severance Pay (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installmentsas hereinafter defined), in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending payable on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of day following the Date of Termination, as follows: (A) if the Company Employee, without Good Reason, terminates his employment at any time within twelve months after a Change of Control (provided that if the Change of Control is pursuant to Section 6.4.2(b) of this Agreement, it is ascertainable on the date of such Termination that such Change of Control has occurred), or if, prior to and not as a result of a Change of Control, the Employee's employment is terminated either by the Employee for Good Reason or by the Employer other than pursuant to Sections 6.2 or 6.3 hereof, a lump sum amount equal to the highest of (a) $1,250,000 or (b) total compensation (including the value of all perquisites, such as health and life insurance and car allowance, etc.) received or earned by the Employee from the Employer during the twelve months prior to the Termination Date, multiplied by five (5), or (B) if after or as a result of a Change of Control, the Employee's employment is terminated either by the Employee for Good Reason or by the Employer other than pursuant to Sections 6.2 or 6.3 hereof, a lump sum amount equal to ten (10) times: (i) the total compensation, (including the value of all perquisites, such as health and life insurance and car allowance, etc.) and (ii) the value of all stock options, granted to Employee by the Employer, during the twelve (12) months prior to such Date of Termination (in case of either (ii)(A) or (ii)(B), "Severance Pay"); and (iii) all other damages to which the Employee may be entitled as result of the termination of his employment under this Agreement, including all legal fees and expenses incurred by him in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement. The amount (if any) payable pursuant to this Section 9(d) (the "Severance Total") shall be increased by an amount (the "Increase") sufficient so that after the payment by the Employee of (A) any income taxes on the Increase and (B) any excise tax on the sum of (I) the Severance Total and (II) the Increase, the Employee shall have received an amount (net of such taxes) equal to the Severance Total. The Employee shall be entitled to setreceive initially the entire Severance Total (together with any such additional payments required to cover any excise and income taxes payable on said amount) and shall not be required to repay to the Employer any amount which is ultimately and finally determined by the Internal Revenue Service (or an appropriate court) to have been in excess of the amount permitted to be received without incurring such excise tax, and Employer agrees to use its best efforts to support the Employee's position that such amounts are not subject to excise tax in any dispute with the Internal Revenue Service or in any other administrative or judicial proceedings. (iv) The value of the stock options described above will be determined using a Black-off against Scholes valuation methodology by an investment bank reasonably acceptable to both Company and Employee. The fees for such valuation will be paid by the remaining Severance Amount twenty-five percent Company. (25%e) of The Employee shall not be required to mitigate the amount of any cash received payment provided for in this Section 9 by Executive seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 9 be reduced by any compensation earned by the Employee as the result of employment by another employer or business or by profits earned by the Employee from such employer during such period. From any other source at any time before and after the Date of Termination. (f) The Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to timeall or substantially all of the business and/or assets of the Employer, Executive may be asked to certify by agreement in form and substance satisfactory to the Company Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Failure of the Employer to obtain such Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Employer in the same amount and on the same terms as he has not accepted would be entitled to hereunder if he terminated his employment with a new employer (includingfor Good Reason, without limitation, contract and consulting agreements). For except for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Average Base SalaryEmployer" shall mean the average of Employer and any successor to its business and/or assets which executes the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years Agreement or such fewer number of complete fiscal years as Executive may have been employed which otherwise becomes bound by the Company. For purposes terms and conditions of this Agreement, "Average Incentive Compensation" shall mean the average Agreement by operation of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)law.

Compensation Upon Termination or During Disability. 3.1 During any Disability Period occurring during an Employment Period, you shall continue to receive your full base salary at the rate then in effect and on the dates and at the intervals as your base salary would be payable under Newpark Group’s payroll practices at that time, unless and until your employment is Terminated. 3.2 If your employment is Terminated by Newpark or any member of the Newpark Group for Cause, Newpark shall pay you your full base salary at the rate then in effect through the date of Termination, together with any severance pay, vacation pay and sick leave pay to which you are entitled in accordance with Newpark policy. Unless otherwise required under Paragraph 9, all of the amounts to which you are entitled under this Paragraph 3.2 shall be paid in a single lump sum payment made to you on or before the thirtieth day following the date of Termination. Neither this provision nor any payment made by Newpark in accordance herewith shall constitute waiver of Newpark’s right to recover from you any damages caused by your conduct which constituted Cause for such Termination and any similar conduct. 3.3 If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, you shall receive, in addition to the Termination Benefit, your full base salary at the rate then in effect through the date of Termination, plus a pro-rated annual bonus through the date of Termination. The Termination Benefit shall be in lieu of any severance pay, vacation pay and sick leave pay to which you would otherwise be entitled in accordance with Newpark policy and any other Newpark Group policy. Unless otherwise required under Paragraph 9, all of the amounts to which you are entitled under this Paragraph 3.3 shall be paid in a single lump sum payment made to you on or before the thirtieth day following the date of Termination. 3.4 If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, all unexpired unexercised stock options (a“Options”), if any, granted to you prior to a Change in Control under any stock option plan of Newpark or otherwise, shall become exercisable in full on the day preceding the date of Termination, whether or not they would have been fully exercisable but for this provision, and shall remain exercisable during their original exercise period or for a period of three (3) years from the date of Termination whichever is the shorter, whether or not they would remain exercisable for such period but for this provision. 3.5 If Executive's employment terminates by reason you become entitled to the Termination Benefit in accordance with Paragraph 2.2, all unvested shares of his deathrestricted stock and all deferred compensation amounts, including restricted stock or deferred compensation subject to vesting based on time or achieving performance criteria, if any, granted or awarded to you prior to a Change in Control under any stock plan or deferred compensation plan of Newpark or otherwise, shall become vested in full on the Company shallday preceding the date of Termination and all restrictions thereon shall lapse, within ninety (90) days of deathwhether or not they would have been vested in full but for this provision. Newpark shall promptly deliver all such shares to you, pay and all such deferred compensation shall be paid to you in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to on the date of his deathTermination. Xxxxx Xxxxxxxx EXHIBIT 10.5 July 2, plus his Pro Rata Incentive Compensation2019 3.6 If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, Newpark shall continue to provide you and your eligible family members, based on the cost sharing arrangement between you and Newpark on the date of Termination, with life insurance, medical and dental health benefits and Disability coverage and benefits at least equal to those which would have been provided to you if any, under Subparagraph 3(b). For your employment had not Terminated for a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) 12 months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if you become re-employed and are eligible to receive life insurance, medical and dental health benefits and Disability coverage and benefits under another employer’s plans, Newpark’s obligations under this paragraph shall be reduced to the Executive breaches extent of any such coverage and benefits. You agree to promptly report any such coverage and benefits to Newpark. If you are ineligible under the terms of Newpark’s benefit plans or programs to continue to be so covered, Newpark shall provide you with substantially equivalent coverage through other sources or will reimburse you for the cost of obtaining such coverage and benefits. 3.7 If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, Newpark shall provide you with outplacement services, payable by Newpark, with an aggregate cost not to exceed $20,000 USD with an executive outplacement service firm reasonably acceptable to you and Newpark. 3.8 Except as provided in Paragraph 3.6, you shall not be required to mitigate the amount of any Termination Benefit by seeking other employment or otherwise, nor shall the amount of any Termination Benefit be reduced by any compensation earned by you as the result of employment by another employer, or otherwise. 3.9 Except as expressly provided otherwise herein, none of the provisions contained in Paragraphs 5 and 6 of this AgreementAgreement is intended to curtail or limit in any way any contractual rights which you may have under any plan in which you are eligible to participate or under any agreement binding on Newpark to which you are a party, and all payments such contractual rights shall survive the execution of the Severance Amount this Agreement and any Change in Control. The Termination Benefit shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment not be considered compensation for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event any benefit calculation or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)other purpose under any retirement plan or other benefit plan maintained by Newpark.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, Salary and accrued vacation to the date of his her death, plus his Pro Rata Incentive Compensation, her accrued and unpaid incentive compensation (including any bonus payment if any, under Subparagraph 3(b3(a, ) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors),. Upon the death of Executive, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his her accrued arid and unpaid Base Salary orSalary, if applicable, his Adjusted Base Salary plus accrued vacation and accrued and unpaid Incentive Compensation paymentsincentive compensation, (including any bonus payment if any, under Subparagraph 3(b3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors) , until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his her employment in accordance with Subparagraph 7(e6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive, Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 8 (a) shall applyterms of such plan or arrangement. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary orplus accrued vacation, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan all vested but unexercised stock options held by Executive as of the Company in which Executive, at the Date of TerminationTermination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, has a vested interest, unless otherwise provided if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in such employee benefit plan or any agreement or other instrument attendant theretoaccordance with their terms. (d) If Executive terminates his her employment for Good Reason as provided in Subparagraph 7(e6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d6(d), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary orplus accrued vacation, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his her accrued and unpaid Incentive Compensation, incentive compensation (including any bonus payment if any, under Subparagraph 3(b3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive: (i) the The Company shall continue Executive's compensation at a rate pay Executive an amount equal to one (1) times the sum of (A) the Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"), but in no event for fewer than twenty-four (24) months. The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially equal bi-weekly installmentsaccordance with the Company's standard payroll practices, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of equal installments over 12 months following the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 and 6 of this AgreementAgreement during the period over which the Termination Amount is being paid, then all further payments of the Severance Termination Amount shall immediately cease. (ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. Notwithstanding All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms. (iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the event Executive terminates his terms of such plan or arrangement. (e) If Executive's employment is terminated by the Company for Good Reason Cause as provided in Subparagraph 7(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 7(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms. (f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D), (E) and (F) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 7(e)employment.

Compensation Upon Termination or During Disability. (a) If Executive's Upon termination of Employee’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For or during a period of one Disability, Employee shall be entitled to the following benefits: (1i) year following Between the Date date that Employer is given a Notice of TerminationTermination for Disability and Employee’s employment hereunder is terminated as a result of such Disability, the Company Employee shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents continue to receive health insurance coverage substantially similar his Base Salary at the rate in effect at the commencement of any such period. Thereafter, Employee shall receive only the compensation payable to coverage they received prior to Employee under the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, Company’s disability plan or estate may be entitled under any employee benefit other plan shall also be paid during such period in accordance with the terms of any such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderplan. (bii) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical If Employee’s employment shall be terminated by the Company for Cause or mental illnessby Employee other than for Good Reason, Executive shall continue to receive his accrued arid unpaid Base Salary orDisability, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) death or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of TerminationRetirement, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, Employee his full Base Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given. Thereafter, unpaid and properly documented expense reimbursements incurred in accordance with Employer’s policies prior to termination, and compensation for accrued, and unused vacation as of the Date of Termination and any amounts to be paid to him pursuant to the Company’s retirement and other benefits plans then in effect (“Accrued Amounts”), and the Company shall have no further obligations to Executive except as otherwise expressly provided Employee under this Agreement. (iii) If Employee’s employment shall be terminated as a result of Employee’s retirement or by reason of Employee’s death, provided any such termination Employee’s benefits shall not adversely affect or alter Executive's rights under any employee be determined in accordance with the Company’s retirement, benefit plan of and insurance programs then in effect. (iv) If Employee’s employment by the Company in which Executiveshall be terminated by the Company other than for Cause and other than because of Employee’s death, at Disability or Retirement or by Employee for Good Reason then, effective as of the Date of Termination, has a vested interest, unless in lieu of any severance benefits which he otherwise provided in such employee benefit would be eligible to receive under the Company’s severance plan or policy as in effect immediately prior to any agreement or other instrument attendant thereto.Change in Control, Employee shall be entitled to the benefits (“Severance Benefits”) provided below: (dA) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the The Company without Cause as provided in Subparagraph 7(d), then the Company shall, shall pay Employee Accrued Amounts through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time the Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, (excluding any severance benefits under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,’s severance plan or policy); (B) The Company shall pay Employee, in addition to all Accrued Amounts, either (i) the Company shall continue Executive's compensation at if prior to a rate equal to the sum of Executive's Average Change in Control, Employee’s then current Base Salary and his Average Incentive Compensation payable for the remaining length period commencing on the Date of Termination and ending upon the Period of Employment date which is 12 months after the Date of Termination payable in accordance with the regular payroll practices of the Company; or (the "Severance Amount")ii) if after a Change in Control, but Employee’s then current Base Salary times 1.5 payable in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending one lump sum on the first anniversary of the Date of termination, the Company Termination; and (C) The Employee shall be entitled to setcontinue to receive, at the cost and expense of the Company, the benefits Employer makes generally available to their officers and executives, in Employer’s group health program, and Employee’s entitlement to and participation in the group health program shall be at the same rates which are available to Employer’s other executives and officers for a period of 12 months following the Date of Termination. (b) Notwithstanding any other provision of this Agreement, if any amount payable hereunder would, individually or together with any other amounts paid or payable, constitute an “excess parachute payment,” within the meaning of Section 280G of the Internal Revenue Code of 1986 and any applicable regulations thereunder (the “Code”) which would require the payment by Employee of the excise tax imposed by Section 4999 of the Code or any interest or penalty (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then he shall be entitled to receive an additional payment (the “Gross-off against Up Payment”) in an amount such that after the remaining Severance Amount fifty percent payment by Employee of all taxes (50%including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Employee shall retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total payments to be received by Employee pursuant to this Agreement. The determination of whether the Gross-Up Payment shall be paid shall be made by a nationally recognized accounting firm selected by Employee and such determination shall be binding upon him and the Company for purposes of this Agreement. The costs and expenses of such accounting firm shall be paid by the Company. (c) Except as specifically provided in this Section 7, Employee shall not be required to mitigate the amount of any cash payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 7 be reduced by any compensation received earned by Executive from him as the new result of employment by another employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of by retirement benefits after the Date of Termination, or otherwise. (d) In the Company shall event that any payments under this Section 7 or elsewhere in this Agreement are determined to be entitled subject to set-off against Section 409A of the remaining Severance Amount twenty-five percent (25%Code, and Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the amount of any cash received by Executive from Code and Treasury Regulation §1.409A-1(i), no such employer during such period. From time to time, Executive may payments shall be asked to certify made prior to the Company date that he has not accepted employment is six (6) months following the Date of Termination. (i) Employee acknowledges and agrees that (A) Employee is solely responsible for all obligations arising as a result of the tax consequences associated with a new employer (payments under this Agreement including, without limitation, contract any taxes, interest or penalties associated with Section 409A of the Code, (B) Employee is not relying upon any written or oral statement or representation the Company, any of its Affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with the execution of the this Agreement and consulting agreements). For purposes of the payment under this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three and (3C) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of in deciding to enter into this Agreement, "Average Incentive Compensation" shall mean Employee is relying on his or her own judgment and the average judgment of the annual Incentive Compensation professionals of his or her choice with whom Employee has consulted. Employee hereby releases, acquits and forever discharges the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with the execution of this Agreement and any payment under Subparagraph 3(bthe Agreement. (ii) received Employee must execute a full release of all claims within 60 days following termination of employment in order to be eligible for Severance Benefits. Without limiting the remedies available to the Company for breach by Executive for Employee of Section 8, Section 9, Section 10, , Section 11, or Section 12, if Employee violates the three (3) immediately preceding fiscal years or provisions of such fewer numbers Sections after the termination of complete fiscal years as Executive may have been employed Employee’s employment with the Company in a manner reasonably determined by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus Board to be injurious to the Company or any other special bonus. Notwithstanding of its affiliates, then Employee will forfeit the foregoing, if right to any payments under this Section 7 which are unpaid at the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute time such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)violation occurs.

Compensation Upon Termination or During Disability. (a) If Executivethe Employee's employment terminates shall be terminated by reason of his death, the Company shall, within ninety (90) days of death, shall pay in a lump sum amount to such person Person as Executive he shall designate in a notice filed with the Company Company, or, if no such person is shall be designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicablehis estate as a lump sum death benefit, his Adjusted full Base Salary, Salary to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In death in addition to the foregoing, any payments to which Executivethe Employee's spouse, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any pension or employee benefit plan shall also be paid in accordance with or life insurance policy presently maintained by the terms of Company, and such plan or arrangement. Such payments, in the aggregate, payments shall fully discharge the Company's obligations hereunder. (b) During any period that Executive the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessillness (provided that the Employee shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, Executive further, that at the Company's request and expense the Employee shall submit to an examination by a doctor selected by the Company and such doctor shall have concurred in the conclusion of the Employee's doctor), the Employee shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted full Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), bonus payments until Executivethe Employee's employment is terminated due pursuant to disability in accordance with Subparagraph 7(bSection 8(b) hereof, or until Executive the Employee terminates his employment in accordance with Subparagraph 7(e)pursuant to Section 8(d) hereof, whichever first occurs. For a period of one (1) year following the Date of TerminationAfter termination, the Company Employee shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date paid 100% of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given for one year and his accrued thereafter an annual amount equal to 75% of such Base Salary for the remainder of the Term hereunder less, in each case, any disability payments otherwise payable by or pursuant to plans provided by the Company and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory actually paid to the Company,Employee in substantially equal monthly installments. (ic) If the Employee's employment shall be terminated for Cause, the Company shall continue Executive's compensation at a rate equal to pay the sum of Executive's Average Employee his full Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after through the Date of Termination (at the "Severance Amount"), but rate in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in effect at the event Executive commences any employment with an employer other than time Notice of Termination is given and the Company during shall have no further obligations to the twelve month period ending on the first anniversary Employee under this Agreement. (d) If (A) in breach of the Date of terminationthis Agreement, the Company shall be entitled to set-off against terminate the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any Employee's employment with, or is employed by, any employer other than pursuant to Sections 8(b) or 8(c) hereof (it being understood that a purported termination pursuant to Section 8(b) or 8(c) hereof which is disputed and finally determined not to have been proper shall be a termination by the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes in breach of this Agreement, "Average Base Salary" ) or (B) the Employee shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates terminate his employment for Good Reason as provided in Subparagraph 7(e)Reason, he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e).then

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, accrued and unpaid incentive compensation under Subparagraph 3(b). All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have one (1) year from the Date of Termination, or remaining option term, if earlier, to exercise the stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, incentive compensation payments under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(f), whichever first occurs. All unvested stock options and stock-based grants shall immediately vest and become exercisable and Executive shall have one (1) year from the Date of Termination, or remaining option term, if earlier, to exercise the stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 87 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(f), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(f) or if Executive's employment is terminated by the Company without Cause as provided provides in Subparagraph 7(dsubparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, incentive compensation under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue pay Executive, on the Date of Termination, such additional amounts to which Executive may be entitled in accordance with the Company's compensation then current severance policies (the "Severance Amount"), provided that, at a rate minimum, Executive shall be entitled to receive an amount in a lump sum (the "Minimum Severance Amount") equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for twenty-four (24) months or the sum of Executive's Average Base Salary and Average Incentive Compensation payable for the remaining length of the Period of Employment original three-year term after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements)whichever is greater. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e).or

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs, at which point executive shall then receive any accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 87 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation Compensation, payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount")Termination, but in no event for fewer than twenty-four (24) monthsmonths (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, provided further thatfurther, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period ending on following the second first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-twenty- five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation incentive compensation under Subparagraph 3(b3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers number of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e6(e).;

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company Companies shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company Companies or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, accrued and unpaid incentive compensation under Subparagraph 3(b). All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have one (1) year from the Date of Termination, or remaining option term, if earlier, to exercise the stock options. For a period of one (1) year following the Date of Termination, the Company Companies shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's Companies' obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, incentive compensation payments under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(f), whichever first occurs. All unvested stock options and stock-based grants shall immediately vest and become exercisable, and Executive shall have one (1) year from the Date of Termination, or remaining option term, if earlier, to exercise the stock options. For a period of one (1) year following the Date of Termination, the Company Companies shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 87 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(f), then the Company Companies shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company Companies shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company Companies in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(f) or if Executive's employment is terminated by the Company Companies without Cause as provided in Subparagraph 7(d6(e), then the Company Companies shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, incentive compensation under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the CompanyCompanies, (i) the Company Companies shall continue Executive's compensation at a rate provide payments to Executive in an amount equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation for a year and one-half or if termination of employment occurs within the first eighteen (18) months of the Commencement Date, the sum of Executive's Average Base Salary and Average Incentive Compensation payable for the remaining length of the Period of Employment original three-year term after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly quarterly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements)advance. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the CompanyCompanies. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation incentive compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers number of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonusCompanies. Notwithstanding the foregoing, if the Executive nonaccidentally breaches any of the provisions contained in Paragraphs 4 and 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(f), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f6(g) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e6(f).;

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, accrued and unpaid incentive compensation under Subparagraph 3(b). All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have one (1) year from the Date of Termination, or remaining option term, if earlier, to exercise the stock options. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8and (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(f), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(f) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Base-Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, incentive compensation under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims (other than continuing rights under this Agreement) in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length term of the Period of Employment after Agreement (but not less than eighteen (18) months) (the Date of Termination "Minimum Severance Amount") or such longer period provided by the Company's then current severance polices (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of terminationsalary continuation, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) amount of salary continuation by the amount of any cash compensation received by Executive from the new employer during such period, provided further thatemployer. Such salary continuation shall be payable in equal installments, in the event Executive commences advance, on a quarterly basis. The amount payable in each quarter will not be subject to any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by so long as Executive from such employer during such period. From time certifies in writing prior to time, Executive may be asked to certify to the Company each quarterly payment that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreementsengagements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e).if

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salaryplus accrued vacation, to the date of his death, plus his Pro Rata Incentive Compensationaccrued and unpaid incentive compensation (including any bonus payment, if any, under Subparagraph 3(b3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors)). Upon the death of Executive, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary orSalary, if applicableplus accrued vacation, his Adjusted Base Salary and accrued and unpaid Incentive Compensation paymentsincentive compensation (including any bonus payment, if any, under Subparagraph 3(b3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive, Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 8 (a) shall applyterms of such plan or arrangement. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary orplus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if applicableearlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his Adjusted accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive: (i) The Company shall pay Executive an amount equal one (1) times the sum of (A) Executive's Base Salary in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Termination Amount"). The Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in accordance with the Company's standard payroll practices in equal installments over 12 months following the Date of Termination. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, then all further payments of the Termination Amount shall immediately cease. (ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms. (iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. (e) If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing all stock options held by Executive as of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary cease to vest as of the Date of termination, the Company Termination and Executive shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive have 30 days from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of TerminationTermination or the remaining option term, the Company if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be entitled canceled upon the Termination Date in accordance with their terms. (f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years affect Executive's rights or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes 's obligations relating to agreements or benefits that are unrelated to termination of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)employment.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of deaththe Date of Termination, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, Salary and accrued vacation to the date of his death, plus his Pro Rata Incentive Compensation, accrued and unpaid incentive compensation (including any bonus payment if any, under Subparagraph 3(b3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). Upon the Date of Termination, all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan Employee Benefit Plan shall also be paid in accordance with the terms of such plan or arrangementplan. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his Base Salary and other compensation and benefits provided hereunder. If Executive's employment is terminated by the Company pursuant to Paragraph 4(b), then the Company shall, through the Date of Termination, pay Executive his accrued arid and unpaid Base Salary orplus accrued vacation, if applicableat the rate in effect at the time Notice of Termination is given, his Adjusted Base Salary and plus accrued and unpaid Incentive Compensation payments, incentive compensation (including any bonus payment if any, under Subparagraph 3(b3(a), until that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). Upon the Date of Termination, all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive's employment is terminated due to disability . All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurstheir terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive, Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any Employee Benefit Plan shall also be paid in accordance with the terms of such plan. Such payments, in the preceding sentenceaggregate, Subparagraph 8 (a) shall applyfully discharge the Company's obligations hereunder. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e4(e) (including where Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary orplus accrued vacation, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. Notwithstanding the foregoing, if the Company determines that the Executive is in which Executive, at breach of any of the provisions contained in Paragraph 7 of this Agreement or any of the provisions contained in Section 5.2 of the Purchase Agreement during the three (3) month period from the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant theretothen all stock options held by the Executive shall immediately terminate and be of no further force and effect. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d4(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary orplus accrued vacation, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given given, and his accrued and unpaid Incentive Compensation, incentive compensation (including any bonus payment if any, under Subparagraph 3(b3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive: (i) the The Company shall continue Executive's compensation at a rate pay Executive an amount equal to one (1) times the sum of (A) the Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending effect on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, and (B) the Company shall be entitled to set-off against Executive's average annual bonus or other variable cash compensation (including commissions) over the remaining Severance Amount twenty-five percent (25%5) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify fiscal years immediately prior to the Company that he has not accepted employment with a new employer year of termination (including, without limitation, contract and consulting agreementsthe "Termination Amount"). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event that the Executive terminates his shall have been employed with the Company (not to include the Executive's previous employment with AMSI, prior to the date of this Agreement) for Good Reason less than five (5) fiscal years immediately prior to the year of termination, then in such case the Termination Amount shall be calculated as the average annual bonus or other variable cash compensation (including commissions) over the number of full fiscal years that Executive was employed by the Company prior to the year of termination. The Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following the Date of Termination. (ii) Upon the Date of Termination, all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall be canceled upon the Date of Termination in accordance with their terms. Notwithstanding the foregoing, if the Company determines that the Executive is in breach of any of the provisions contained in Paragraph 7 of this Agreement or any of the provisions contained in Section 5.2 of the Purchase Agreement during the twelve (12) month period from the Date of Termination, then all stock options held by the Executive shall immediately terminate and be of no further force and effect. (iii) The Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any Employee Benefit Plan shall also be paid in accordance with the terms of such plan. Notwithstanding the foregoing, if the Company determines that the Executive is in breach of any of the provisions contained in Paragraph 7 of this Agreement or any of the provisions contained in Section 5.2 of the Purchase Agreement during the period over which payments are being made pursuant to this Subparagraph 5(d)(iii), then all further payments under this Subparagraph 5(d)(iii) shall immediately cease. (e) If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 7(e4(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 7(f) within under this Agreement. In addition, all stock options held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have thirty (30) days after from the occurrence Date of Termination or the remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Date of Termination in accordance with their terms. Notwithstanding the foregoing, if the Company determines that the Executive is in breach of any of the event provisions contained in Paragraph 7 of this Agreement or events which constitute such Good Reason any of the provisions contained in Section 5.2 of the Purchase Agreement during the thirty (30) day period from the Date of Termination, then all stock options held by the Executive shall immediately terminate and be of no further force and effect. (f) Nothing contained in the foregoing Subparagraphs 5(a) through 5(e) shall be construed so as specified in clauses (A), (B), (C), (D), (E) and (F) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 7(e)employment.

Compensation Upon Termination or During Disability. (a) If Executive's Upon termination of Employee’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For or during a period of one Disability, Employee shall be entitled to the following benefits: (1i) year following Between the Date date that Employer is given a Notice of TerminationTermination for Disability and Employee’s employment hereunder is terminated as a result of such Disability, the Company Employee shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents continue to receive health insurance coverage substantially similar his Base Salary at the rate in effect at the commencement of any such period. Thereafter, Employee shall receive only the compensation payable to coverage they received prior to Employee under the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, Company’s disability plan or estate may be entitled under any employee benefit other plan shall also be paid during such period in accordance with the terms of any such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderplan. (bii) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical If Employee’s employment shall be terminated by the Company for Cause or mental illnessby Employee other than for Good Reason, Executive shall continue to receive his accrued arid unpaid Base Salary orDisability, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) death or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of TerminationRetirement, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, Employee his full Base Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given. Thereafter, unpaid and properly documented expense reimbursements incurred in accordance with Employer’s policies prior to termination, and compensation for accrued, and unused vacation as of the Date of Termination and any amounts to be paid to him pursuant to the Company’s retirement and other benefits plans then in effect (“Accrued Amounts”), and the Company shall have no further obligations to Executive except as otherwise expressly provided Employee under this Agreement, provided any such termination . (iii) If Employee’s employment shall not adversely affect or alter Executive's rights under any employee benefit plan of be terminated by the Company or by Employee for Retirement or by reason of Employee’s death, Employee’s benefits shall be determined in which Executiveaccordance with the Company’s retirement, at benefit and insurance programs then in effect. (iv) If Employee’s employment by the Company shall be terminated by the Company other than for Cause and other than because of Employee’s death, Disability or AMENDED AND RESTATED EMPLOYMENT AGREEMENT – XXXXXXX XXXXXXX 6 Retirement or by Employee for Good Reason then, effective as of the Date of Termination, has a vested interest, unless in lieu of any severance benefits which he otherwise provided in such employee benefit would be eligible to receive under the Company’s severance plan or policy as in effect immediately prior to any agreement or other instrument attendant thereto.Change in Control, Employee shall be entitled to the benefits (“Severance Benefits”) provided below: (dA) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the The Company without Cause as provided in Subparagraph 7(d), then the Company shall, shall pay Employee Accrued Amounts through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time the Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, (excluding any severance benefits under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,’s severance plan or policy); (B) The Company shall pay Employee, in addition to all Accrued Amounts, either (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Employee’s then current Base Salary and his Average Incentive Compensation payable for the remaining length period commencing on the Date of Termination and ending upon the Period of Employment date which is 12 months after the Date of Termination payable in accordance with the regular payroll practices of the Company; or (the "Severance Amount")ii) if after a Change in Control, but Employee’s then current Base Salary times 1.5 payable in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending one lump sum on the first anniversary of the Date of termination, the Company Termination; and (C) The Employee shall be entitled to setcontinue to receive, at the cost and expense of the Company, the benefits Employer makes generally available to their officers and executives, in Employer’s group health program, and Employee’s entitlement to and participation in the group health program shall be at the same rates which are available to Employer’s other executives and officers for a period of 12 months following the Date of Termination. (b) Notwithstanding any other provision of this Agreement, if any amount payable hereunder would, individually or together with any other amounts paid or payable, constitute an “excess parachute payment,” within the meaning of Section 280G of the Internal Revenue Code of 1986 and any applicable regulations thereunder (the “Code”) which would require the payment by Employee of the excise tax imposed by Section 4999 of the Code or any interest or penalty (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then he shall be entitled to receive an additional payment (the “Gross-off against Up Payment”) in an amount such that after the remaining Severance Amount fifty percent payment by Employee of all taxes (50%including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Employee shall retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total payments to be received by Employee pursuant to this Agreement. The determination of whether the Gross-Up Payment shall be paid shall be made by a nationally recognized accounting firm selected by Employee and such determination shall be binding upon him and the Company for purposes of this Agreement. The costs and expenses of such accounting firm shall be paid by the Company. (c) Except as specifically provided in this Section 7, Employee shall not be required to mitigate the amount of any cash payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 7 be reduced by any compensation received earned by Executive from him as the new result of employment by another employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of by retirement benefits after the Date of Termination, or otherwise. AMENDED AND RESTATED EMPLOYMENT AGREEMENT – XXXXXXX XXXXXXX 7 (d) In the Company shall event that any payments under this Section 7 or elsewhere in this Agreement are determined to be entitled subject to set-off against Section 409A of the remaining Severance Amount twenty-five percent (25%Code, and Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the amount of any cash received by Executive from Code and Treasury Regulation §1.409A-1(i), no such employer during such period. From time to time, Executive may payments shall be asked to certify made prior to the Company date that he has not accepted employment is six (6) months following the Date of Termination. (i) Employee acknowledges and agrees that (A) Employee is solely responsible for all obligations arising as a result of the tax consequences associated with a new employer (payments under this Agreement including, without limitation, contract any taxes, interest or penalties associated with Section 409A of the Code, (B) Employee is not relying upon any written or oral statement or representation the Company, any of its Affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with the execution of the this Agreement and consulting agreements). For purposes of the payment under this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three and (3C) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of in deciding to enter into this Agreement, "Average Incentive Compensation" shall mean Employee is relying on his or her own judgment and the average judgment of the annual Incentive Compensation professionals of his or her choice with whom Employee has consulted. Employee hereby releases, acquits and forever discharges the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with the execution of this Agreement and any payment under Subparagraph 3(bthe Agreement. (ii) received Employee must execute a full release of all claims within 60 days following termination of employment in order to be eligible for Severance Benefits. Without limiting the remedies available to the Company for breach by Executive for Employee of Section 8, Section 9, Section 10, , Section 11, or Section 12, if Employee violates the three (3) immediately preceding fiscal years or provisions of such fewer numbers Sections after the termination of complete fiscal years as Executive may have been employed Employee’s employment with the Company in a manner reasonably determined by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus Board to be injurious to the Company or any other special bonus. Notwithstanding of its affiliates, then Employee will forfeit the foregoing, if right to any payments under this Section 7 which are unpaid at the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute time such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)violation occurs.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (bi) During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive he shall continue to receive his accrued arid unpaid Base Salary orfull base salary at the rate then in effect and all compensation, if applicableincluding under the Annual Incentive Plan or any other bonus or compensation plan or policy, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), paid during the period until Executive's employment this Agreement is terminated due pursuant to disability Subsection 3(I) hereof. Thereafter, benefits shall be determined in accordance with Subparagraph 7(bthe Company's disability program then in effect. (ii) or until If the Executive terminates his retires pursuant to Subsection 3(i) hereof, this agreement is terminated. (iii) If employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Terminationshall be terminated for Cause, the Company shall pay such health insurance premiums as may be necessary to allow Executivefull base UNITED BANCORP, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of TerminationINC. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, FORM 10-K salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given. Thereafter, and the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (div) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d)shall be terminated (a) by the Company other than for Cause, Retirement or Disability or (b) for Good Reason, then the Executive shall be entitled to the benefits provided below: (A) the Company shall, shall pay full base salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,given; (iB) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount lieu of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of salary payments for periods subsequent to the Date of Termination, the Company shall be entitled pay as severance pay, not later than the fifth day following the Date of Termination, a lump sum severance payment equal to set-off against 2.99 times the remaining Severance Amount twenty-five percent sum of (25%I) annual base salary in effect immediately prior to the occurrence of the circumstance giving rise to the Notice of Termination given in respect thereof and (ii) the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify bonus paid pursuant to the Annual Incentive Plan in the year preceding that in which the Date of Termination occurs. Such payment shall be reduced as appropriate, to not exceed the amount equal to a fraction of this payment, the numerator of which is the number of full months remaining to the Executive's normal retirement date and the denominator of which is (12, 24 or 36). (C) notwithstanding any provision of the Annual Incentive Plan, the Company shall pay, not later than the fifth day following the Date of Termination, a lump sum amount equal to the sum of (I) any incentive compensation which has been allocated for the fiscal year preceding that he in which the Date of Termination occurs but which has not accepted yet been paid, and (ii) any award under the Annual Incentive Plan which has not yet been paid for any period which has closed prior to the Date of Termination. (D) The Company shall also pay all legal fees and expenses incurred as a result of the termination of employment with a new (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). (v) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise, and in Subsection 4(vi) below. (including, without limitation, contract and consulting agreements). For purposes vi) In the event that any payment or benefit (whether payable pursuant to the terms of this Agreement, "Average Base Salary" shall mean the average Agreement or otherwise) would not be deductible because of Section 280G of the annual Base Salary orInternal Revenue Code of 1954, if applicableas amended (the "Code"), Adjusted Base Salary received by Executive for each the aggregate amount payable hereunder shall be reduced, so that after giving effect to such reduction, no payment made or benefit under the terms of this Agreement will not be deductible because of Section 280G of the three Code. In determining whether any payment under the terms of this Agreement would not be UNITED BANCORP, INC. FORM 10-K deductible under Section 280G of the Code, all present and future payments and benefits shall be included (and, in the case of stock option, other non-cash benefits or deferred cash payments, shall be valued by a national independent accounting firm (at the Company's expense) acceptable to the Executive in accordance with the principles of Sections 280G(d) (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average and (4) of the annual Incentive Compensation under Subparagraph 3(bCode and any regulations promulgated thereunder) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 except payments and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoingbenefits which, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled written opinion of independent tax counsel selected by a national independent accounting firm and acceptable to the Severance Amount only if he provides Executive, do not constitute "parachute payments" within the Notice meaning of Termination provided for in Subparagraph 7(fSection 280G(b) within thirty (302) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)Code.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his deathdeath or disability, the Company shall, within ninety (90) days of deathdeath or such disability termination, pay in a lump sum amount to such person as the Executive shall designate (or his surviving spouse in a notice filed with the Company or, if no such person is designated, case of death) an amount equal to Executive's estate, the Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, . In the case of termination due to the date of his death, plus his Pro Rata Incentive Compensationthe Company shall also continue payment of Executive's Base Salary and target bonus at the rates in effect at the Date of Termination to Executive's surviving spouse for one (1) year. In either case, if any, under Subparagraph 3(b). For for a period of one (1) year following the Date of Termination, the Company shall pay such health provide medical and dental insurance premiums as may be necessary coverage to allow Executive (in the case of disability), Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to dependents, on the Date of Terminationsame terms and conditions as though Executive had remained employed. In addition to the foregoing, any payments to which Executive's Executive (or his spouse, beneficiaries, or estate estate, in the case of death) may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of permanent incapacity due to physical or mental illnessillness or disability, Executive shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, the benefits provided under Subparagraph 3(b), until Executivethe Company's employment is terminated due to then-existing long-term disability in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall applypolicy for senior executive officers. (c) If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 6(c) or Executive other than for terminates his employment hereunder without Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive in a lump sum amount his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d6(d), if Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment with the Company terminates as a result of the expiration of the initial Period of Employment without extension, then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given given. Payment of all amounts under this Subparagraph 7(d) is agreed to by the parties hereto to be in full satisfaction, compromise and his accrued and unpaid Incentive Compensation, if any, under release of any claims arising out of Executive's employment or termination thereof pursuant to Subparagraph 3(b6(d) or 6(e). In additionany case, subject to signing by Executive the payment of all such amounts under this Subparagraph 7(d) shall be contingent upon the Employee's compliance with Paragraphs 4 and 5 above and the Executive's delivery of a general release upon termination of claims employment covering all matters arising under or in connection with this Agreement. Such release shall be in a form and manner reasonably satisfactory to the Company,, it being understood that no severance benefits shall be provided unless and until the Executive determines to execute and deliver such release. Subject to the foregoing, the Company shall also provide Executive with the following "Severance Benefits:" (i) the The Company shall continue Executive's compensation at pay Executive in a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount")lump sum, but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, an amount equal to two (2) times the sum of (A) Executive's current Base Salary and (B) his most recently paid Annual Bonus, or target bonus (whether or not such bonus is earned or would otherwise have been paid) for the year of termination, if higher. (ii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of two (2) years commencing on the Date of Termination, continue to provide family medical and dental insurance coverage to Executive, Executive's spouse and dependents, on the same terms and conditions as though Executive had remained employed. In the event Executive's participation in any medical or dental insurance plan is barred, the Company shall arrange to provide Executive with benefits substantially equivalent to those which Executive would otherwise have received had his participation not been barred; (iii) Executive shall receive all the rights and benefits granted or in effect with respect to Executive under the Company's employee stock option or incentive plans and agreements with Executive pursuant thereto. In addition to the foregoing, all stock options and restricted stock awards shall be deemed fully vested as of the date of termination, and all outstanding option agreements shall be deemed amended to so provide; and (iv) Executive shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount receive reimbursement of any cash received reasonable legal fees or costs incurred by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of him in obtaining or enforcing any right or benefit provided by this Agreement, "Average Base Salary" except in cases involving frivolous or bad faith litigation initiated by Executive. (e) Nothing contained in the foregoing Subparagraphs 7(a) through 7(d) shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years be construed so as to affect Executive's rights or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes 's obligations relating to agreements or benefits which are unrelated to termination of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)employment.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of deaththe Date of Termination, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, Salary and accrued vacation to the date of his death, plus his Pro Rata Incentive Compensation, accrued and unpaid incentive compensation (including any bonus payment if any, under Subparagraph 3(b3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). Upon the Date of Termination, all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan Employee Benefit Plan shall also be paid in accordance with the terms of such plan or arrangementplan. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his Base Salary and other compensation and benefits provided hereunder. If Executive's employment is terminated by the Company pursuant to Paragraph 4(b), then the Company shall, through the Date of Termination, pay Executive his accrued arid and unpaid Base Salary orplus accrued vacation, if applicableat the rate in effect at the time Notice of Termination is given, his Adjusted Base Salary and plus accrued and unpaid Incentive Compensation payments, incentive compensation (including any bonus payment if any, under Subparagraph 3(b3(a), until that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). Upon the Date of Termination, all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive's employment is terminated due to disability . All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurstheir terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive, Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any Employee Benefit Plan shall also be paid in accordance with the terms of such plan. Such payments, in the preceding sentenceaggregate, Subparagraph 8 (a) shall applyfully discharge the Company's obligations hereunder. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e4(e) (including where Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary orplus accrued vacation, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. Notwithstanding the foregoing, if the Company determines that the Executive is in which Executive, at breach of any of the provisions contained in Paragraph 7 of this Agreement or any of the provisions contained in Section 5.2 of the Purchase Agreement during the three (3) month period from the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant theretothen all stock options held by the Executive shall immediately terminate and be of no further force and effect. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d4(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary orplus accrued vacation, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given given, and his accrued and unpaid Incentive Compensation, incentive compensation (including any bonus payment if any, under Subparagraph 3(b3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive: (i) the The Company shall continue Executive's compensation at a rate pay Executive an amount equal to one (1) times the sum of (A) the Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending effect on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, and (B) the Company shall be entitled to set-off against Executive's average annual bonus or other variable cash compensation (including commissions) over the remaining Severance Amount twenty-five percent (25%5) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify fiscal years immediately prior to the Company that he has not accepted employment with a new employer year of termination (including, without limitation, contract and consulting agreementsthe "Termination Amount"). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event that the Executive terminates his shall have been employed with the Company (not to include the Executive's previous employment with AMSI, prior to the date of this Agreement) for Good Reason as provided less than five (5) fiscal years immediately prior to the year of termination, then in Subparagraph 7(e), he such case the Termination Amount shall be entitled calculated as the average annual bonus or other variable cash compensation (including commissions) over the number of full fiscal years that Executive was employed by the Company prior to the Severance year of termination. The Termination Amount only if he provides shall be calculated by the Notice Company within ten (10) business days following the Date of Termination provided for and communicated to the Executive in Subparagraph 7(fwriting and shall then be paid out in accordance with the Company's standard payroll practices, in equal installments over twelve (12) within thirty (30) days after months following the occurrence Date of Termination. Notwithstanding the foregoing, if the Company determines that the Executive is in breach of any of the event provisions contained in Paragraph 7 of this Agreement or events any of the provisions contained in Section 5.2 of the Purchase Agreement during the period over which constitute the Termination Amount is being paid, then all further payments of the Termination Amount shall immediately cease. (ii) Upon the Date of Termination, all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e).stock options granted to

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company's obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be paid in accordance with governed by the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 87 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation Compensation, payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount")Termination, but in no event for fewer than twenty-four (24) monthsmonths (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of terminationTermination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, provided further thatfurther, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period ending on following the second first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation incentive compensation under Subparagraph 3(b3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers number of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e6(e).;

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessillness ("disability period"), Executive shall continue to receive his accrued arid unpaid Base Salary orfull salary at the rate then in effect for such period (and shall not be eligible for payments under the disability plans, if applicable, programs and polices maintained by Company or in connection with employment by Company ("Disability Plans")) until his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due pursuant to disability Section 1(d) hereof, and upon such termination, Executive shall, within ten (10) days of such termination, be entitled to all amounts to which Executive is entitled pursuant to short-term Disability Plans. Executive's rights under any long-term Disability Plan shall be determined in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period the provisions of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall applyplans. (cb) If Executive's employment is shall be terminated by Company for Cause or by Executive, Company shall pay Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, his full salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive CompensationCompany shall have no further obligations to Executive under this Agreement or otherwise. (c) If Executive's employment shall be terminated by the Company for any reason other than Cause, if anydeath, or Disability, Company shall: (i) continue to pay Executive's salary at the rate then in effect for two (2) months following such termination. The payments under Subparagraph 3(b)this Section 6(c) shall cease in the event of Executive's death. (d) Employment Termination in Connection with a Change in ----------------------------------------------------- Control. In addition, subject to signing by Executive the event of a general release Qualifying Termination (as defined below) within ------- twelve (12) months following the effective date of claims a Change in a form and manner satisfactory Control (as defined below), then in lieu of all other benefits provided to the Company,Executive under the provisions of this Agreement, Executive shall receive the following severance benefits: (i) the Company shall continue Executive's compensation at a rate pay Executive an amount equal to two (2) months of salary at the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for rate in effect at the remaining length time of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date effective date of termination, the . (ii) Company shall be entitled agree to set-off against the remaining Severance Amount acceleration of vesting equal to fifty percent (50%) of the amount of then unvested Shares from any cash compensation received by stock grant or stock option grant made to Executive from at any time after the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the date hereof. (iii) Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the pay Executive an amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify equal to the Company that he has not accepted employment with a new employer (including, without limitation, contract Executive's unpaid salary and consulting agreements)accrued vacation pay through the effective date of termination. For purposes of this AgreementSection 6(d), "Average Base Salary" a Qualifying Termination shall mean the average any termination of the annual Base Salary or, if applicable, Adjusted Base Salary received Executive's employment other than: (1) by Executive the Company for each Cause (as provided in Section 1(c) herein); (2) by reason of the three death or Disability (as provided in Section 1(d) herein); or (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for without Good Reason (as provided in Subparagraph 7(eSection 1(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e). (e) Definition of "Change in Control." "Change in Control" shall -------------------------------- mean:

Compensation Upon Termination or During Disability. (a) If Executive's Upon termination of Employee’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For or during a period of one (1) year following the Date of TerminationDisability, the Company Employee shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior entitled to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.following benefits: (bi) During any period Between the date that Executive fails to perform his duties Employer is given a Notice of Termination for Disability and Employee’s employment hereunder is terminated as a result of incapacity due to physical or mental illnesssuch Disability, Executive Employee shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice commencement of Termination is givenany such period. Thereafter, Employee shall receive only the compensation payable to Employee under the Company’s disability plan or other plan during such period in accordance with the terms of any such plan. (ii) If Employee’s employment shall be terminated by the Company for Cause or by Employee other than for Good Reason, Disability, death or Retirement, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates pay Employee his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, full Base Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given unpaid and his accrued properly documented expense reimbursements incurred in accordance with Employer’s policies prior to termination, and unpaid Incentive Compensationcompensation for accrued, if any, under Subparagraph 3(b). In addition, subject to signing by Executive and unused vacation as of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination and any amounts to be paid to him pursuant to the Company’s retirement and other benefits plans then in effect (the "Severance Amount"“Accrued Amounts”), but in and the Company shall have no event for fewer than twenty-four further obligations to Employee under this Agreement. (24iii) months. The Severance Amount If Employee’s employment shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than terminated by the Company during or by Employee for Retirement or by reason of Employee’s death, Employee’s benefits shall be determined in accordance with the twelve month period ending on the first anniversary of the Date of terminationCompany’s retirement, benefit and insurance programs then in effect. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT – XXXXX X. XXXXXX (iv) If Employee’s employment by the Company shall be entitled to set-off against terminated by the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer Company other than the Company during the twelve month period ending on the second anniversary for Cause and other than because of Employee’s death, Disability or Retirement or by Employee for Good Reason then, effective as of the Date of Termination, in lieu of any severance benefits which he otherwise would be eligible to receive under the Company Company’s severance plan or policy as in effect immediately prior to any Change in Control, Employee shall be entitled to set-off against the remaining benefits (“Severance Amount twenty-five percent Benefits”) provided below: (25%A) The Company shall pay Employee Accrued Amounts through the Date of Termination at the rate in effect at the time the Notice of Termination is given (excluding any severance benefits under the Company’s severance plan or policy); (B) The Company shall pay Employee, in addition to all Accrued Amounts, (i) Employee’s then current Base Salary for the period commencing on the Date of Termination and ending upon the date which is 18 months after the Date of Termination payable in accordance with the regular payroll practices of the Company; and (ii) if after a Change in Control, Employee’s then current Base Salary times 1.5 payable in one lump sum on the Date of Termination; and (C) The Employee shall be entitled to continue to receive, at the cost and expense of the Company, the benefits Employer makes generally available to their officers and executives, in Employer’s group health program, and Employee’s entitlement to and participation in the group health program shall be at the same rates which are available to Employer’s other executives and officers for a period of 18 months following the Date of Termination. (b) Notwithstanding any other provision of this Agreement, if any amount payable hereunder would, individually or together with any other amounts paid or payable, constitute an “excess parachute payment,” within the meaning of Section 280G of the Internal Revenue Code of 1986 and any cash received applicable regulations thereunder (the “Code”) which would require the payment by Executive from Employee of the excise tax imposed by Section 4999 of the Code or any interest or penalty (such employer during excise tax, together with any such period. From time interest and penalties, are hereinafter collectively referred to timeas the “Excise Tax”), Executive may then he shall be asked entitled to certify receive an additional payment (the “Gross-Up Payment”) in an amount such that after the payment by Employee of all taxes (including any interest or penalties imposed with respect to the Company that he has not accepted employment with a new employer (such taxes) including, without limitation, contract any income taxes (and consulting agreements)any interest and penalties with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Employee shall retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total payments to be received by Employee pursuant to this Agreement. For The determination of whether the Gross-Up Payment shall be paid shall be made by a nationally recognized accounting firm selected by Employee and such determination shall be binding upon him and the Company for purposes of this Agreement, "Average Base Salary" . The costs and expenses of such accounting firm shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed be paid by the Company. (c) Except as specifically provided in this Section 7, Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 7 be reduced by any compensation earned by him as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. For purposes SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT – XXXXX X. XXXXXX (d) In the event that any payments under this Section 7 or elsewhere in this Agreement are determined to be subject to Section 409A of the Code, and Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation §1.409A-1(i), no such payments shall be made prior to the date that is six (6) months following the Date of Termination. (i) Employee acknowledges and agrees that (A) Employee is solely responsible for all obligations arising as a result of the tax consequences associated with payments under this Agreement including, without limitation, any taxes, interest or penalties associated with Section 409A of the Code, (B) Employee is not relying upon any written or oral statement or representation the Company, any of its Affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with the execution of the this Agreement and the payment under this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(band (C) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of deciding to enter into this Agreement, all payments Employee is relying on his or her own judgment and the judgment of the Severance Amount shall immediately ceaseprofessionals of his or her choice with whom Employee has consulted. Notwithstanding Employee hereby releases, acquits and forever discharges the foregoingCompany Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled any way related to the tax effects associated with the execution of this Agreement and any payment under the Agreement. (ii) Employee must execute a full release of all claims within 60 days following termination of employment in order to be eligible for Severance Amount only Benefits. Without limiting the remedies available to the Company for breach by Employee of Section 8, Section 9, Section 10, , Section 11, or Section 12, if he provides Employee violates the Notice provisions of Termination provided for in Subparagraph 7(f) within thirty (30) days such Sections after the occurrence termination of Employee’s employment with the event Company in a manner reasonably determined by the Board to be injurious to the Company or events any of its affiliates, then Employee will forfeit the right to any payments under this Section 7 which constitute are unpaid at the time such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)violation occurs.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensationaccrued and unpaid incentive compensation, if any, under Subparagraph 3(b3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation incentive compensation payments, if any, under Subparagraph 3(b3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 87 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensationincentive compensation, if any, under Subparagraph 3(b3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate provide payments to Executive in an amount equal to the sum of Executive's Average Base Salary and his Average Adjusted Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of terminationsuch period, the Company shall be entitled to set-off against the remaining Severance Amount fifty seventy-five percent (5075%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such periodemployer. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e).

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salaryplus accrued vacation, to the date of his death, plus his Pro Rata Incentive Compensationaccrued and unpaid incentive compensation (including any bonus payment, if any, under Subparagraph 3(b3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors)). Upon the death of Executive, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary orSalary, if applicableplus accrued vacation, his Adjusted Base Salary and accrued and unpaid Incentive Compensation paymentsincentive compensation (including any bonus payment, if any, under Subparagraph 3(b3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive, Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 8 (a) shall applyterms of such plan or arrangement. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary orplus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if applicableearlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his Adjusted accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive: (i) The Company shall pay Executive an amount equal one (1) times the sum of (A) Executive's Base Salary in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Termination Amount"). The Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following the Date of Termination. (ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms. (iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. (e) If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing all stock options held by Executive as of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary cease to vest as of the Date of termination, the Company Termination and Executive shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive have 30 days from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of TerminationTermination or the remaining option term, the Company if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be entitled canceled upon the Termination Date in accordance with their terms. (f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years affect Executive's rights or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes 's obligations relating to agreements or benefits that are unrelated to termination of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)employment.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety thirty (9030) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b3(a). For a period of one (1) year following the Date of TerminationTermination by reason of Executive's death, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs, at which point executive shall then receive any accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a7(a) shall apply. (c) If Except as otherwise provided in Subparagraph 7(b), if Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation Compensation, payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount")Termination, but in no event for fewer than twenty-four (24) monthsmonths (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e).any

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, Salary to the date of his death, plus his Pro Rata Incentive Compensationaccrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(b3(a). Upon the death of Executive all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from the Company or MPL immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation paymentsincentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(b3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs. Upon the Date of Termination all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive, Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall applyif any. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan all vested but unexercised stock options held by Executive as of the Company in which Executive, at the Date of TerminationTermination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, has a vested interest, unless otherwise provided if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in such employee benefit plan or any agreement or other instrument attendant theretoaccordance with their terms. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensationincentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(b3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive: (i) the The Company shall continue Executive's compensation at a rate pay Executive an amount equal to one (1) times the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after in effect on the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment accordance with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus's standard payroll practices. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 and 6 of this AgreementAgreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. Notwithstanding For purposes of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation to seek or accept a Comparable Position during the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to period over which the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)is being paid.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) 90 days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, Salary to the date of his death, plus his Pro Rata Incentive Compensationaccrued and unpaid incentive compensation under Subparagraph 3(b), if any, plus his accrued and unpaid sales commissions under Subparagraph 3(b3(c). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Terminationif any. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled to receive under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation paymentsincentive compensation payments under Subparagraph 3(b), if any, and accrued and unpaid sales commissions under Subparagraph 3(b3(c), if any, until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b9(b) or until Executive terminates his employment in accordance with Subparagraph 7(e9(d)(ii), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 810 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e)Cause, then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereaftergiven and his accrued and unpaid incentive compensation under Subparagraph 3(b), if any, and his accrued and unpaid sales commissions under Subparagraph 3(c), if any, and thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement; provided, provided any such termination for Cause shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If (A) the Company terminates Executive's employment other than in accordance with Subparagraph 9(a), 9(b), or 9(c) (it being understood that a purported termination under Subparagraph 9(c) which is disputed and finally determined not to have been proper shall be a termination by the Company in material breach of this Agreement), or (B) Executive terminates shall terminate his employment for Good Reason as provided in Subparagraph 7(eReason, or (C) or if Executive's employment is terminated by the Company without Cause as provided gives Executive notice that it does not wish to extend this Agreement in Subparagraph 7(d)accordance with Paragraph 1, then then (i) the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b), if any, and his accrued and unpaid sales commissions under Subparagraph 3(b3(c). In addition, subject if any; (ii) in lieu of any further payments to signing or claims by Executive for payments of a general release of claims in a form and manner satisfactory salary or incentive compensation for periods subsequent to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled pay to set-off against the remaining Executive a Severance Payment Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify equal to the Company that he has not accepted employment with a new employer sum of (including1) Executive's Base Salary, without limitation(2) Executive's annualized incentive compensation under Subparagraph 3(b), contract and consulting agreements(3) Executive's annualized sales commissions under Subparagraph 3(c). For purposes of this Agreementcalculating the Severance Payment Amount, "Average Executive's Base Salary" Salary will be equal to Executive's then-current Base Salary (provided, however, that if the basis for Executive's termination is for Good Reason under clause (C) of Subparagraph 9(d), the Severance Payment Amount shall mean be based on the Base Salary in effect prior to such reduction); the annualized incentive compensation will be four times the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each amount of incentive compensation earned in the eight full quarters preceding the earlier of the three (3) immediately preceding fiscal years Notice of Termination or such fewer number Date of complete fiscal years as Executive may have been employed by Termination; and the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean annualized sales commissions will be 12 times the average of the annual Incentive Compensation amount of sales commissions earned in the 24 full months preceding the earlier of the Notice of Termination or Date of Termination. The Company shall pay Executive the Severance Payment Amount in one lump sum on the thirtieth day following the Date of Termination. (iii) Executive shall receive all the rights and benefits granted or in effect with respect to Executive under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event 's qualified and nonqualified stock option plans and agreements with Executive pursuant thereto; and (iv) Executive shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonusreceive payments made in lieu of accrued and unused vacation as provided for in the Company's vacation policies. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e)Reason, he shall be entitled to the Severance Amount only severance pay under (d) (ii) if he provides the gives a Notice of Termination provided for in accordance with Subparagraph 7(f9(e) within thirty (30) 30 days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), and (D), (E) and (F) of Subparagraph 7(e9(d). (e) If Executive's employment shall be terminated by reason of retirement under Subparagraph 9(g) or if Executive gives the Company notice that he does not wish to extend this Agreement in accordance with Paragraph 1, the Company shall have no further obligations hereunder except for continuing obligations arising under Subparagraphs 3(d) and 9(g). (f) Nothing contained in the foregoing Subparagraphs 10(a) through 10(e) shall be construed so as to affect the Executive's rights or the Company's obligations relating to agreements or benefits which are unrelated to termination of employment.

Compensation Upon Termination or During Disability. (a) If Executive's In the event Executive is disabled or his employment terminates by reason of his death, during the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of TerminationEmployment Period, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance provide Executive with the terms payments and benefits set forth below. Executive acknowledges and agrees that the payments set forth in this Section 8 constitute liquidated damages for termination of such plan or arrangement. Such payments, in his employment during the aggregate, shall fully discharge the Company's obligations hereunderEmployment Period. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated Termination by Company without Cause or by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is givenReason. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject pursuant to signing Section 6(e) or by Executive of a general release of claims in a form and manner satisfactory for Good Reason pursuant to the Company,Section 6(d): (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination within five (the "Severance Amount"), but in no event for fewer than twenty-four (245) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of days following such termination, the Company shall be entitled pay to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of his Base Salary through the Date of TerminationTermination and any portion of the Bonus for the prior year that has been accrued but not paid; (ii) within 75 days after the December 31 of the year in which such termination occurs, the Company shall be entitled pay to set-off against the remaining Severance Amount twenty-five percent (25%) Executive a pro rata portion of the Bonus for such year; (iii) as severance for such termination, the Company shall pay to Executive an amount equal to his Base Salary for one (1) full calendar year; and (iv) the Company shall reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid, prior to such termination of any cash received by Executive from such employer during such periodemployment. From time The Company shall pay the severance in approximate equal installments, in accordance with its customary payroll practices. In addition, the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for the same period as used to timedetermine the severance payment, Executive may be asked to certify following the Date of Termination the medical, hospitalization, dental and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Company that he has not accepted employment with a new employer Date of Termination at the level in effect and upon substantially the same terms and conditions (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received contributions required by Executive for each such benefits) as existed immediately prior to the Date of Termination; provided, that, if Executive, his spouse or his dependents cannot continue to participate in the three (3) immediately preceding fiscal years or Company programs providing such fewer number benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of complete fiscal years as Executive may such benefits which they otherwise would have been employed by entitled to receive under such plans and programs (the Companybenefits described in this sentence being called the "Continued Benefits"); provided, further, that, such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit, basis). For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the Severance Amount only if he provides terms and provisions of any agreements, plans or programs of the Notice Company (to the extent that they do not duplicate the rights, compensation and benefits above). b) Termination by Company with Cause or by Executive Without Good Reason. If Executive's employment is terminated by the Company for Cause pursuant to Section 6(c) or by Executive pursuant to Section 6(e): (i) within five (5) days following such termination, the Company shall pay Executive his Base Salary through the Date of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence and any portion of the event or events which constitute Bonus for the prior year that has been accrued but not paid; and (ii) the Company shall reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid, prior to such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) termination of Subparagraph 7(e)employment.

Compensation Upon Termination or During Disability. (a) If ExecutiveEmployee's employment terminates shall be terminated by reason of his Employee's death, the Company shallshall pay, within ninety (90) days of death, pay in a lump sum amount to such person as Executive Employee shall designate in a notice filed with the Company Company, or, if no such person is shall be designated, to ExecutiveEmployee's estateestate as a lump sum death benefit, Executive's an amount equal to any accrued and but unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to Salary and a prorated Annual Bonus at the date time of his Employee's death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period This amount shall be exclusive of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In in addition to the foregoing, any payments to which ExecutiveEmployee's spousewidow, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any pension or employee benefit plan maintained by the Company. Employee's designated beneficiary or the executor of Employee's estate, as the case may be, shall also be paid accept the payment provided for in accordance with this paragraph 9 in full discharge and release of the terms Company of such plan or arrangement. Such and from any further obligations under this Agreement, subject to payments, if any, provided for in the aggregate, shall fully discharge the Company's obligations hereunderparagraph 9(f) below. (b) During any period that Executive Employee fails to perform his Employee's duties hereunder as a result of incapacity due to physical or mental illness, Executive Employee shall continue to receive his accrued arid unpaid Employee's full Base Salary orand a prorated Annual Bonus until, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until ExecutiveEmployee's employment is terminated due pursuant to disability in accordance with Subparagraph 7(bparagraph 8(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurshereof. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if ExecutiveEmployee's employment is terminated by the Company without Cause as provided in Subparagraph 7(dpursuant to paragraph 8(b), then the Company shallshall be discharged and released of and from any further obligations under this Agreement, subject to payments, if any, provided for in paragraph 9(f) below. During any such period and thereafter Employee shall continue to bear the obligations provided for in paragraph 10 below in accordance with the terms of such paragraph 10. (c) If Employee's employment shall be terminated for Cause or Employee shall terminate Employee's employment other than for Good Reason, the Company shall pay Employee Employee's full Base Salary and a prorated Annual Bonus through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination or the date on which Employee terminates Employee's employment at the rate in effect at the time Notice of Termination is given or the date on which Employee terminates Employee's employment. The Company shall be discharged and his accrued released of and unpaid Incentive Compensationfrom any further obligations under this Agreement. Thereafter, if any, under Subparagraph 3(b)Employee shall continue to have the obligations provided for in paragraphs 9 and 10 below. In addition, subject Nothing contained herein shall be deemed to signing be a waiver by Executive the Company of a general release any rights that it may have against Employee in respect of claims in a form and manner satisfactory Employee's actions which gave rise to the Company,termination of Employee's employment for Cause. (d) If the Company shall terminate Employee's employment other than pursuant to paragraphs 8(b) or 8(c) hereof or if Employee shall terminate Employee's employment for Good Reason, then (i) the The Company shall continue Executiveto pay Employee Employee's compensation at a rate equal to the sum of Executive's Average full Base Salary in accordance with normal payroll practices and his Average Incentive Compensation payable without interest through December 31, 2008 at the rate in effect at the time Notice of Termination is given in accordance with paragraph 8(f) hereof; (ii) The Company shall continue to pay Employee Employee's Annual Bonus in accordance with normal payroll practices and without interest through December 31, 2008; (iii) The Company shall pay Employee the severance payment in paragraph 9(f) below; and (iv) The Company shall maintain in full force and effect, for Employee's continued benefit for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 full term of this Agreement, all payments employee benefit plans and programs in which Employee was entitled to participate immediately prior to the Date of Termination provided that Employee's continued participation is possible under the Severance Amount shall immediately ceasegeneral terms and provisions of such plans and programs. Notwithstanding the foregoing, in In the event Executive terminates his employment for Good Reason as provided that Employee's participation in Subparagraph 7(e)any such plan or program is barred, he Employee shall be entitled to receive an amount equal to the Severance Amount only if he provides annual contributions, payments, credits or allocations made by the Notice Company to Employee, to Employee's account or on Employee's behalf under such plans and programs from which Employee's continued participation is barred. (e) If Employee shall terminate Employee's employment hereunder pursuant to paragraph 8(e) hereof, then Employee shall continue to receive Employee's Base Salary and Annual Bonus for a period of the lesser of (i) one year from the Date of Termination provided for in Subparagraph 7(for (ii) within thirty (30) days after the occurrence remainder of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)employment term.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Such payments, in the aggregate, shall fully discharge the Company's obligations under this Paragraph 7(a). In addition to the foregoing, any payments or other rights to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan or arrangement shall also be paid in accordance with governed by the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 87 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation Compensation, payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount")Termination, but in no event for fewer than twenty-four (24) monthsmonths (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of terminationTermination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, provided further thatfurther, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve (12) month period ending on following the second first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company; provided, however, that if Executive has not been employed by the Company for a full fiscal year, then "Average Base Salary" shall mean the actual amount of Base Salary paid to Executive for the immediately preceding fiscal year, which amount shall be annualized as if Executive had been employed by the Company for the entire immediately preceding fiscal year, and if Executive was not employed by the Company during the immediately preceding fiscal year, then "Average Base Salary" shall mean the actual amount of Base Salary paid to Executive for the fiscal year in which termination occurs, which amount shall be annualized as if Executive had been employed for such entire fiscal year. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation incentive compensation under Subparagraph 3(b3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers number of complete fiscal years as Executive may have been employed by the Company; provided, however, that if Executive has not been employed by the Company for a complete fiscal year, then "Average Incentive Compensation" shall mean $350,000. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e6(e).;

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his deathis terminated pursuant to Section 6(a) or 6(b), the Company shallshall pay the Executive, within ninety (90) days of death, pay in a lump sum within 30 days following the Date of Termination, an amount equal to such person as the Executive's then current annual base salary. (b) If Executive's employment is terminated by the Company for Cause or by Executive for other than Good Reason, the Company shall pay Executive his then current base salary through the Date of Termination and the Company shall have no further obligations to Executive under this Agreement. (c) If (i) in breach of this Agreement, the Company shall terminate Executive's employment; or (ii) Executive shall designate terminate his employment for Good Reason, then in a notice filed with the Company or, if no such person is designated, lieu of any further salary payments to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, Executive for periods subsequent to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary liquidated damages to allow Executive an amount equal to the product of (A) the sum of Executive's spouse then current annual base salary and dependents to receive health insurance coverage substantially similar to coverage they received prior the bonus paid or payable to the Date Executive for the preceding fiscal year, and (B) the greater of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms number of such plan or arrangement. Such payments, years (including partial years) remaining in the aggregate, shall fully discharge term of employment hereunder or the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability number 2 in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year lump sum within 30 days following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment this Agreement for Good Reason and such termination occurs within two years of the occurrence of a Change in Control (as defined below), then, in addition to any amounts otherwise due under this Agreement, the Company shall: (i) pay to Executive an amount equal to two times his then current annual base salary plus the bonus paid or payable to Executive for the preceding fiscal year; (ii) continue Executive's participation in the Company's medical, dental, accidental death, and life insurance plans, as provided in Subparagraph 7(eSection 5, for two years, subject to COBRA required benefits thereafter; and (iii) cause Executive to be fully vested in any stock options or if stock grants held by Executive's employment is terminated by . The Company shall make the Company without Cause as provided payment due in Subparagraph 7(d), then the Company shall, through one lump sum within 30 days following the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate . A "Change in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base SalaryControl" shall mean the average occurrence at any time after the date of this Agreement of any of the annual Base Salary orfollowing events: (A) any sale, if applicablelease, Adjusted Base Salary received by Executive for each exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the three (3) immediately preceding fiscal years or such fewer number assets of complete fiscal years as Executive may have been employed by the Company, to any person or group of related persons, together with any affiliates thereof; (B) any person or group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate voting power of the issued and outstanding common stock of the Company; or (C) a merger or consolidation of the Company with another person in which the holders of the Company's common stock immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, 50% or less of the common equity interest in the surviving person in such transaction. For purposes of Notwithstanding anything to the contrary in this Agreement, "Average Incentive Compensation" in no event shall mean the average of aggregate amount payable to the Executive pursuant to Section 7(c) and 7(d)(i) exceed an amount equal to three times the Executive's current base annual Incentive Compensation under Subparagraph 3(b) received by salary plus the bonus paid or payable to Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)year.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs, at which point Executive shall then receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 87 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation Compensation, payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount")Termination, but in no event for fewer than twenty-four (24) monthsmonths (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e).; provided,

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (bi) During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive he shall continue to receive his accrued arid unpaid Base Salary orfull base salary at the rate then in effect and all compensation, if applicableincluding under the Annual Incentive Plan or any other bonus or compensation plan or policy, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), paid during the period until Executive's employment this Agreement is terminated due pursuant to disability Subsection 3(I) hereof. Thereafter, benefits shall be determined in accordance with Subparagraph 7(bthe Company's disability program then in effect. (ii) or until If the Executive terminates his retires pursuant to Subsection 3(i) hereof, this agreement is terminated. (iii) If employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Terminationshall be terminated for Cause, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, full base salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given. Thereafter, and the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (div) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d)shall be terminated (a) by the Company other than for Cause, Retirement or Disability or (b) for Good Reason, then the Executive shall be entitled to the benefits provided below: (A) the Company shall, shall pay full base salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,given; (iB) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount lieu of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of salary payments for periods subsequent to the Date of Termination, the Company shall be entitled pay as severance pay, not later than the fifth day following the Date of Termination, a lump sum severance payment equal to setone times the sum of (I) annual UNITED BANCORP, INC. FORM 10-off against K base salary in effect immediately prior to the remaining Severance Amount twenty-five percent occurrence of the circumstance giving rise to the Notice of Termination given in respect thereof and (25%ii) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify bonus paid pursuant to the Annual Incentive Plan in the year preceding that in which the Date of Termination occurs. Such payment shall be reduced as appropriate, to not exceed the amount equal to a fraction of this payment, the numerator of which is the number of full months remaining to the Executive's normal retirement date and the denominator of which is (12, 24 or 36). (C) notwithstanding any provision of the Annual Incentive Plan, the Company shall pay, not later than the fifth day following the Date of Termination, a lump sum amount equal to the sum of (I) any incentive compensation which has been allocated for the fiscal year preceding that he in which the Date of Termination occurs but which has not accepted yet been paid, and (ii) any award under the Annual Incentive Plan which has not yet been paid for any period which has closed prior to the Date of Termination. (D) The Company shall also pay all legal fees and expenses incurred as a result of the termination of employment with a new (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). (v) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise, and in Subsection 4(vi) below. (including, without limitation, contract and consulting agreements). For purposes vi) In the event that any payment or benefit (whether payable pursuant to the terms of this Agreement, "Average Base Salary" shall mean the average Agreement or otherwise) would not be deductible because of Section 280G of the annual Base Salary orInternal Revenue Code of 1954, if applicableas amended (the "Code"), Adjusted Base Salary received by Executive for each the aggregate amount payable hereunder shall be reduced, so that after giving effect to such reduction, no payment made or benefit under the terms of this Agreement will not be deductible because of Section 280G of the three Code. In determining whether any payment under the terms of this Agreement would not be deductible under Section 280G of the Code, all present and future payments and benefits shall be included (and, in the case of stock option, other non-cash benefits or deferred cash payments, shall be valued by a national independent accounting firm (at the Company's expense) acceptable to the Executive in accordance with the principles of Sections 280G(d) (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average and (4) of the annual Incentive Compensation under Subparagraph 3(bCode and any regulations promulgated thereunder) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 except payments and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoingbenefits which, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e)written opinion of independent tax counsel selected by a national independent accounting UNITED BANCORP, he shall be entitled INC. FORM 10-K firm and acceptable to the Severance Amount only if he provides Executive, do not constitute "parachute payments" within the Notice meaning of Termination provided for in Subparagraph 7(fSection 280G(b) within thirty (302) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)Code.

Compensation Upon Termination or During Disability. (a) If Executive's Upon termination of Employee’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For or during a period of one (1) year following the Date of TerminationDisability, the Company Employee shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior entitled to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.following benefits: (bi) During any period Between the date that Executive fails to perform his duties Employer is given a Notice of Termination for Disability and Employee’s employment hereunder is terminated as a result of incapacity due to physical or mental illnesssuch Disability, Executive Employee shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice commencement of Termination is givenany such period. Thereafter, Employee shall receive only the compensation payable to Employee under the Company’s disability plan or other plan during such period in accordance with the terms of any such plan. (ii) If Employee’s employment shall be terminated by the Company for Cause or by Employee other than for Good Reason, Disability, death or Retirement, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates pay Employee his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, full Base Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given unpaid and his accrued properly documented expense reimbursements incurred in accordance with Employer’s policies prior to termination, and unpaid Incentive Compensationcompensation for accrued, if any, under Subparagraph 3(b). In addition, subject to signing by Executive and unused vacation as of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination and any amounts to be paid to him pursuant to the Company’s retirement and other benefits plans then in effect (the "Severance Amount"“Accrued Amounts”), but in and the Company shall have no event for fewer than twenty-four further obligations to Employee under this Agreement. (24iii) months. The Severance Amount If Employee’s employment shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than terminated by the Company during or by Employee for Retirement or by reason of Employee’s death, Employee’s benefits shall be determined in accordance with the twelve month period ending on the first anniversary of the Date of terminationCompany’s retirement, benefit and insurance programs then in effect. (iv) If Employee’s employment by the Company shall be entitled to set-off against terminated by the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer Company other than the Company during the twelve month period ending on the second anniversary for Cause and other than because of Employee’s death, Disability or SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT – XXXXX X. XXXXXXXX Retirement or by Employee for Good Reason then, effective as of the Date of Termination, in lieu of any severance benefits which he otherwise would be eligible to receive under the Company Company’s severance plan or policy as in effect immediately prior to any Change in Control, Employee shall be entitled to set-off against the remaining benefits (“Severance Amount twenty-five percent Benefits”) provided below: (25%A) The Company shall pay Employee Accrued Amounts through the Date of Termination at the rate in effect at the time the Notice of Termination is given (excluding any severance benefits under the Company’s severance plan or policy); (B) The Company shall pay Employee, in addition to all Accrued Amounts, (i) Employee’s then current Base Salary for the period commencing on the Date of Termination and ending upon the date which is 18 months after the Date of Termination payable in accordance with the regular payroll practices of the Company; and (ii) if after a Change in Control, Employee’s then current Base Salary times 1.5 payable in one lump sum on the Date of Termination; and (C) The Employee shall be entitled to continue to receive, at the cost and expense of the Company, the benefits Employer makes generally available to their officers and executives, in Employer’s group health program, and Employee’s entitlement to and participation in the group health program shall be at the same rates which are available to Employer’s other executives and officers for a period of 18 months following the Date of Termination. (b) Notwithstanding any other provision of this Agreement, if any amount payable hereunder would, individually or together with any other amounts paid or payable, constitute an “excess parachute payment,” within the meaning of Section 280G of the Internal Revenue Code of 1986 and any cash received applicable regulations thereunder (the “Code”) which would require the payment by Executive from Employee of the excise tax imposed by Section 4999 of the Code or any interest or penalty (such employer during excise tax, together with any such period. From time interest and penalties, are hereinafter collectively referred to timeas the “Excise Tax”), Executive may then he shall be asked entitled to certify receive an additional payment (the “Gross-Up Payment”) in an amount such that after the payment by Employee of all taxes (including any interest or penalties imposed with respect to the Company that he has not accepted employment with a new employer (such taxes) including, without limitation, contract any income taxes (and consulting agreements)any interest and penalties with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Employee shall retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total payments to be received by Employee pursuant to this Agreement. For The determination of whether the Gross-Up Payment shall be paid shall be made by a nationally recognized accounting firm selected by Employee and such determination shall be binding upon him and the Company for purposes of this Agreement, "Average Base Salary" . The costs and expenses of such accounting firm shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed be paid by the Company. (c) Except as specifically provided in this Section 7, Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 7 be reduced by any compensation earned by him as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. For purposes SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT – XXXXX X. XXXXXXXX (d) In the event that any payments under this Section 7 or elsewhere in this Agreement are determined to be subject to Section 409A of the Code, and Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation §1.409A-1(i), no such payments shall be made prior to the date that is six (6) months following the Date of Termination. (i) Employee acknowledges and agrees that (A) Employee is solely responsible for all obligations arising as a result of the tax consequences associated with payments under this Agreement including, without limitation, any taxes, interest or penalties associated with Section 409A of the Code, (B) Employee is not relying upon any written or oral statement or representation the Company, any of its Affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with the execution of the this Agreement and the payment under this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(band (C) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of deciding to enter into this Agreement, all payments Employee is relying on his or her own judgment and the judgment of the Severance Amount shall immediately ceaseprofessionals of his or her choice with whom Employee has consulted. Notwithstanding Employee hereby releases, acquits and forever discharges the foregoingCompany Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled any way related to the tax effects associated with the execution of this Agreement and any payment under the Agreement. (ii) Employee must execute a full release of all claims within 60 days following termination of employment in order to be eligible for Severance Amount only Benefits. Without limiting the remedies available to the Company for breach by Employee of Section 8, Section 9, Section 10, , Section 11, or Section 12, if he provides Employee violates the Notice provisions of Termination provided for in Subparagraph 7(f) within thirty (30) days such Sections after the occurrence termination of Employee’s employment with the event Company in a manner reasonably determined by the Board to be injurious to the Company or events any of its affiliates, then Employee will forfeit the right to any payments under this Section 7 which constitute are unpaid at the time such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)violation occurs.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (bi) During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive he shall continue to receive his accrued arid unpaid Base Salary orfull base salary at the rate then in effect and all compensation, if applicableincluding under the Annual Incentive Plan or any other bonus or compensation plan or policy, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), paid during the period until Executive's employment this Agreement is terminated due pursuant to disability Subsection 3(I) hereof. Thereafter, benefits shall be determined in accordance with Subparagraph 7(bthe Company's disability program then in effect. UNITED BANCORP, INC. FORM 10-K (ii) or until If the Executive terminates his retires pursuant to Subsection 3(i) hereof, this agreement is terminated. (iii) If employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Terminationshall be terminated for Cause, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, full base salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given. Thereafter, and the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (div) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d)shall be terminated (a) by the Company other than for Cause, Retirement or Disability or (b) for Good Reason, then the Executive shall be entitled to the benefits provided below: (A) the Company shall, shall pay full base salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,given; (iB) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount lieu of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of salary payments for periods subsequent to the Date of Termination, the Company shall be entitled pay as severance pay, not later than the fifth day following the Date of Termination, a lump sum severance payment equal to set-off against two times the remaining Severance Amount twenty-five percent sum of (25%I) annual base salary in effect immediately prior to the occurrence of the circumstance giving rise to the Notice of Termination given in respect thereof and (ii) the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify bonus paid pursuant to the Annual Incentive Plan in the year preceding that in which the Date of Termination occurs. Such payment shall be reduced as appropriate, to not exceed the amount equal to a fraction of this payment, the numerator of which is the number of full months remaining to the Executive's normal retirement date and the denominator of which is (12, 24 or 36). (C) notwithstanding any provision of the Annual Incentive Plan, the Company shall pay, not later than the fifth day following the Date of Termination, a lump sum amount equal to the sum of (I) any incentive compensation which has been allocated for the fiscal year preceding that he in which the Date of Termination occurs but which has not accepted yet been paid, and (ii) any award under the Annual Incentive Plan which has not yet been paid for any period which has closed prior to the Date of Termination. (D) The Company shall also pay all legal fees and expenses incurred as a result of the termination of employment with a new (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). (v) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise, and in Subsection 4(vi) below. (including, without limitation, contract and consulting agreements). For purposes vi) In the event that any payment or benefit (whether payable pursuant to the terms of this Agreement, "Average Base Salary" shall mean the average Agreement or otherwise) would not be deductible because of Section 280G of the annual Base Salary orUNITED BANCORP, if applicableINC. FORM 10-K Internal Revenue Code of 1954, Adjusted Base Salary received by Executive for each as amended (the "Code"), the aggregate amount payable hereunder shall be reduced, so that after giving effect to such reduction, no payment made or benefit under the terms of this Agreement will not be deductible because of Section 280G of the three Code. In determining whether any payment under the terms of this Agreement would not be deductible under Section 280G of the Code, all present and future payments and benefits shall be included (and, in the case of stock option, other non-cash benefits or deferred cash payments, shall be valued by a national independent accounting firm (at the Company's expense) acceptable to the Executive in accordance with the principles of Sections 280G(d) (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average and (4) of the annual Incentive Compensation under Subparagraph 3(bCode and any regulations promulgated thereunder) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 except payments and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoingbenefits which, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled written opinion of independent tax counsel selected by a national independent accounting firm and acceptable to the Severance Amount only if he provides Executive, do not constitute "parachute payments" within the Notice meaning of Termination provided for in Subparagraph 7(fSection 280G(b) within thirty (302) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)Code.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salaryplus accrued vacation, to the date of his death, plus his Pro Rata Incentive Compensationaccrued and unpaid incentive compensation (including any bonus payment, if any, under Subparagraph 3(b3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors)). Upon the death of Executive, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary orSalary, if applicableplus accrued vacation, his Adjusted Base Salary and accrued and unpaid Incentive Compensation paymentsincentive compensation (including any bonus payment, if any, under Subparagraph 3(b3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive, Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 8 (a) shall applyterms of such plan or arrangement. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary orplus accrued vacation, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e).is

Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salaryplus accrued vacation, to the date of his death, plus his Pro Rata Incentive Compensationaccrued and unpaid incentive compensation (including any bonus payment, if any, under Subparagraph 3(b3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors)). Upon the death of Executive, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive’s estate or other legal representatives and become exercisable, and Executive’s estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary orSalary, if applicableplus accrued vacation, his Adjusted Base Salary and accrued and unpaid Incentive Compensation paymentsincentive compensation (including any bonus payment, if any, under Subparagraph 3(b3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive, Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 8 (a) shall applyterms of such plan or arrangement. (c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary orplus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if applicableearlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his Adjusted accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive: (i) The Company shall pay Executive an amount equal one (1) times the sum of (A) Executive’s Base Salary in effect on the Date of Termination and (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the “Termination Amount”). The Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in accordance with the Company’s standard payroll practices in equal installments over 12 months following the Date of Termination. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, then all further payments of the Termination Amount shall immediately cease. (ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms. (iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company’s then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. (e) If Executive’s employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing all stock options held by Executive as of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary cease to vest as of the Date of termination, the Company Termination and Executive shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive have 30 days from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of TerminationTermination or the remaining option term, the Company if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be entitled canceled upon the Termination Date in accordance with their terms. (f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years affect Executive’s rights or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes ’s obligations relating to agreements or benefits that are unrelated to termination of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)employment.

Compensation Upon Termination or During Disability. (a) a. If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) 90 days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, Salary to the date of his death, plus his Pro Rata Incentive Compensation, if any, accrued and unpaid incentive compensation under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Terminationif any. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, beneficiaries or estate may be entitled to receive under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) b. During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, incentive compensation payments under Subparagraph 3(b), if any, until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b9(b) or until Executive terminates his employment in accordance with Subparagraph 7(e9(d)(H), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 810 (a) shall apply. (c) c. If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e)Cause, then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereaftergiven and his accrued and unpaid incentive compensation under Subparagraph 3(b), if any, and thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement; provided, provided any such termination for Cause shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. d. If (dA) If the Company terminates Executive's employment other than in accordance with Subparagraph 9(a), 9(b), or 9(c) (it being understood that a purported termination under Subparagraph 9(c) which is disputed and finally determined not to have been proper shall be a termination by the Company in material breach of this Agreement), or (B) Executive terminates shall terminate his employment for Good Reason as provided in Subparagraph 7(eReason, or (C) or if Executive's employment is terminated by the Company without Cause as provided gives Executive notice that it does not wish to extend this Agreement in Subparagraph 7(d)accordance with Paragraph 1, then then i. the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, incentive compensation under Subparagraph 3(b), if any. ii. In addition, subject lieu of any further payments to signing or claims by Executive for payments of a general release of claims in a form and manner satisfactory salary or incentive compensation for periods subsequent to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled pay to set-off against the remaining Executive a Severance Payment Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify equal to the Company that he has not accepted employment with a new employer sum of (including, without limitation, contract 1) Executive's Base Salary and consulting agreements(2) Executive's annualized incentive compensation under Subparagraph 3(b). For purposes of this Agreementcalculating the Severance Payment Amount, "Average Executive's Base Salary" Salary will be equal to Executive's then-current Base Salary (provided, however, that if the basis for Executive's termination is for Good Reason under clause (C) of Subparagraph 9(d), the Severance Payment Amount shall mean be based on the Base Salary in effect prior to such reduction) and the annualized incentive compensation will be four times the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each amount of incentive compensation earned in the eight full quarters preceding the earlier of the three (3) immediately preceding fiscal years Notice of Termination or such fewer number Date of complete fiscal years as Termination. The Company shall pay Executive may have been employed by the Severance Payment Amount in one lump sum on the thirtieth day following the Date of Termination. iii. Executive shall receive all the rights and benefits granted or in effect with respect to Executive under the Company's qualified and nonqualified stock option plans and agreements with Executive pursuant thereto; and iv. For purposes Executive shall receive payments made in lieu of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive accrued and unused vacation as provided for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by in the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus's vacation policies. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e)Reason, he shall be entitled to the Severance Amount only severance pay under Subparagraph 10(d)(ii) if he provides the gives a Notice of Termination provided for in accordance with Subparagraph 7(f9(e) within thirty (30) 30 days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), and (D), (E) and (F) of Subparagraph 7(e9(d). e. If Executive's employment shall be terminated by reason of retirement under Subparagraph 9(g) or if Executive gives the Company notice that he does not wish to extend this Agreement in accordance with Paragraph 1, the Company shall have no further obligations hereunder except for continuing obligations arising under Subparagraphs 3(c) and 9(g). Nothing contained in the foregoing Subparagraphs 10(a) through 10(e) shall be construed so as to affect the Executive's rights or the Company's obligations relating to agreements or benefits which are unrelated to termination of employment.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) 90 days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, Salary to the date of his death, plus his Pro Rata Incentive Compensationaccrued and unpaid incentive compensation under Subparagraph 3(b), if any, plus his accrued and unpaid sales commissions under Subparagraph 3(b3(c). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Terminationif any. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled to receive under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation paymentsincentive compensation payments under Subparagraph 3(b), if any, and accrued and unpaid sales commissions under Subparagraph 3(b3(c), if any, until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b9(b) or until Executive terminates his employment in accordance with Subparagraph 7(e9(d)(ii), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 810 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e)Cause, then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereaftergiven and his accrued and unpaid incentive compensation under Subparagraph 3(b), if any, and his accrued and unpaid sales commissions under Subparagraph 3(c), if any, and thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement; provided, provided any such termination for Cause shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If (A) the Company terminates Executive's employment other than in accordance with Subparagraph 9(a), 9(b), or 9(c) (it being understood that a purported termination under Subparagraph 9(c) which is disputed and finally determined not to have been proper shall be a termination by the Company in material breach of this Agreement), or (B) Executive terminates shall terminate his employment for Good Reason as provided in Subparagraph 7(eReason, or (C) or if Executive's employment is terminated by the Company without Cause as provided gives Executive notice that it does not wish to extend this Agreement in Subparagraph 7(d)accordance with Paragraph 1, then then (i) the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensationincentive compensation under Subparagraph 3(b), if any, and his accrued and unpaid sales commissions under Subparagraph 3(b3(c). In addition, subject if any; (ii) in lieu of any further payments to signing or claims by Executive for payments of a general release of claims in a form and manner satisfactory salary or incentive compensation for periods subsequent to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled pay to set-off against the remaining Executive a Severance Payment Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify equal to the Company that he has not accepted employment with a new employer sum of (including1) Executive's Base Salary, without limitation(2) Executive's annualized incentive compensation under Subparagraph 3(b), contract and consulting agreements(3) Executive's annualized sales commissions under Subparagraph 3(c). For purposes of this Agreementcalculating the Severance Payment Amount, "Average Executive's Base Salary" Salary will be equal to Executive's then-current Base Salary (provided, however, that if the basis for Executive's termination is for Good Reason under clause (C) of Subparagraph 9(d), the Severance Payment Amount shall mean be based on the Base Salary in effect prior to such reduction); the annualized incentive compensation will be four times the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each amount of incentive compensation earned in the eight full quarters preceding the earlier of the three (3) immediately preceding fiscal years Notice of Termination or such fewer number Date of complete fiscal years as Executive may have been employed by Termination; and the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean annualized sales commissions will be 12 times the average of the annual Incentive Compensation amount of sales commissions earned in the 24 full months preceding the earlier of the Notice of Termination or Date of Termination. The Company shall pay Executive the Severance Payment Amount in one lump sum on the thirtieth day following the Date of Termination. (iii) Executive shall receive all the rights and benefits granted or in effect with respect to Executive under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event 's qualified and nonqualified stock option plans and agreements with Executive pursuant thereto; and (iv) Executive shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonusreceive payments made in lieu of accrued and unused vacation as provided for in the Company's vacation policies. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e)Reason, he shall be entitled to the Severance Amount only severance pay under Subparagraph 10(d)(ii) if he provides the gives a Notice of Termination provided for in accordance with Subparagraph 7(f9(e) within thirty (30) 30 days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), and (D), (E) and (F) of Subparagraph 7(e9(d). (e) If Executive's employment shall be terminated by reason of retirement under Subparagraph 9(g) or if Executive gives the Company notice that he does not wish to extend this Agreement in accordance with Paragraph 1, the Company shall have no further obligations hereunder except for continuing obligations arising under Subparagraphs 3(d) and 9(g). (f) Nothing contained in the foregoing Subparagraphs 10(a) through 10(e) shall be construed so as to affect the Executive's rights or the Company's obligations relating to agreements or benefits which are unrelated to termination of employment.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company Employer shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company Employer or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, accrued and unpaid incentive compensation under Subparagraph 3(b). All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have one (1) year from the Date of Termination, or remaining option term, if earlier, to exercise the stock options. For a period of one (1) year following the Date of Termination, the Company Employer shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the CompanyEmployer's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, incentive compensation payments under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If After Executive's employment is terminated by Executive other than for Good Reason as provided due to disability in accordance with Subparagraph 7(e7(b), then the Company shall, through the Date of Termination, Employer shall continue to pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e).if

Compensation Upon Termination or During Disability. (a) If the Executive's employment terminates by reason of is terminated due to his death, Executive's estate or other legal representative shall be entitled to receive any installment of the Company shall, within ninety (90) days Base Salary and any accrued reimbursable expenses due in the month of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with . In the Company or, if no such person is designated, to event of the Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, the rights and benefits of the Executive under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also and fringe benefit plans and programs of the Companies will be paid determined in accordance with the terms and provisions of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunderplans and programs. (b) During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illnessDisability, the Executive shall continue to receive his accrued arid unpaid the Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until during such period of Disability. If the Executive's employment is terminated due to disability Disability, the obligation of the Companies to pay the Base Salary shall terminate. If the Executive's employment is terminated due to Disability, the rights and benefits of the Executive under employee benefit and fringe benefit plans and programs of the Companies will be determined in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period the terms and provisions of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse plans and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall applyprograms. (c) If the Executive's employment is shall be terminated by Executive for a reason other than for Good Reason as provided in Subparagraph 7(e)Disability, then death or retirement, the Company shall, Companies shall pay the Executive his full Base Salary and any accrued reimbursable expenses through the Date of Termination; provided, pay that, all of such payments shall be subject to the Companies' right of setoff pursuant to Section 7(c) hereof. Any rights and benefits the Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall may have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan and fringe benefit plans and programs of the Company Companies will be determined in which Executive, at accordance with the Date terms of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant theretoplans and programs. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if the Executive's employment pursuant hereto is terminated by the Company without Cause due to retirement or as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length result of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary expiration of the Date Term of terminationthis Agreement, the Company Executive shall be entitled to set-off against receive the remaining Severance Amount fifty percent (50%) Base Salary installments up to and including the calendar month of termination. The Companies shall also permit the Executive to continue to participate in the employee benefit and fringe benefit plans and programs of the amount Companies beyond such termination at the sole cost and expense of any cash compensation received by Executive from the new employer during Executive, to the extent the Companies reasonably determines such period, provided further that, in the event Executive commences any employment with, or continuation is employed permitted by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Terminationand is customary with respect to, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract employee benefit and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 fringe benefit plans and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)programs.

Compensation Upon Termination or During Disability. (a) a. If the Executive's employment terminates shall be terminated by reason of his disability or death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to or Executive's estate, Executive's estate shall be entitled to all compensation and fringe benefits accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to vested through the date end of the month of his death, plus his Pro Rata Incentive Compensationall accrued and vested retirement benefits and, if anyno beneficiary is designated, the proceeds of the insurance policy provided for in Section 6(J) hereof; provided, however, that if the Executive's employment is terminated as a result of disability within the meaning of Section 9, the Company shall provide such disability benefits to the Executive as are made available to other senior executive officers of the Company. b. If the Executive's employment shall be terminated (i) for Cause, or (ii) as a result of his retirement pursuant to the retirement policies of the Company, the Executive shall be entitled to receive (i) his full Base Salary accrued through the Date of Termination at the rate in effect at the time the notice of termination is given, (ii) only such Options as have vested prior to the Date of Termination, and the Company shall have no further obligations to the Executive under Subparagraph 3(b)this Agreement, and (iii) incentive compensation accrued or vested prior to the Date of Termination. c. If the Company shall terminate the Executive's employment prior to March 1, 2002 for a reason other than Cause, disability or retirement pursuant to the retirement policies of the Company, then the Company shall pay to the Executive his full Base Salary accrued through the Date of Termination at the rate in effect at the time the notice of termination is given. For a period In addition, in lieu of one (1) year following any further salary payments to the Executive for periods subsequent to such Date of Termination, the Company shall pay such health insurance premiums as may be necessary severance pay to allow the Executive an amount equal to (a) one hundred fifty percent (150%) of Executive's spouse annual Base Salary in effect as of the Date of Termination payable in eighteen (18) equal monthly installments, plus (b) the amount of Executive's car allowance for eighteen (18) months payable in eighteen (18) equal monthly installments (the "Severance Payment"). In addition, the Company shall maintain in full force and dependents effect for the continued benefit of the Executive for eighteen (18) months following the Date of Termination, all employee benefit plans and programs in which the Executive was entitled to receive health insurance coverage substantially similar to coverage they received participate immediately prior to the Date of Termination; provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In addition To the extent that the Executive's benefits from any pension, profit sharing or other retirement plan or program (whether tax qualified or otherwise) are not vested on the Date of Termination, except for the VI, the Company shall pay to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid Executive in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. eighteen (b18) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year equal monthly installments following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary present value of the difference between the amounts which would have been paid to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Executive had he been fully vested on the Date of Termination. Upon termination due to death prior Termination and the amounts actually paid or payable to the termination first Executive pursuant to occur as specified in such plans or programs (the preceding sentence"Retirement Payment" and together with the Severance Payment, Subparagraph 8 (a) shall applythe "Termination Payments"). (c) d. If the Company shall terminate the Executive's employment is terminated by Executive after March 1, 2002, other than pursuant to notice as set forth in Section 2 hereof, or for Good Reason as provided in Subparagraph 7(e)a reason other than Cause, disability or retirement pursuant to the retirement policies of the Company, then the Company shall, through shall continue to pay to the Executive his full Base Salary plus car allowance from the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice the notice of Termination termination is given. Thereaftergiven through the end of the then current one year (1) renewal term, the Company shall have no further obligations to and Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for Payments described in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)subsection c. above.

Compensation Upon Termination or During Disability. (a) a. If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) 90 days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, Salary to the date of his death, plus his Pro Rata Incentive Compensation, if any, accrued and unpaid incentive compensation under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Terminationif any. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled to receive under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) b. During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, incentive compensation payments under Subparagraph 3(b), if any, until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b9(b) or until Executive terminates his employment in accordance with Subparagraph 7(e9(d)(ii), whichever first occurs. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 810 (a) shall apply. (c) c. If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e)Cause, then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereaftergiven and his accrued and unpaid incentive compensation under Subparagraph 3(b), if any, and thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement; provided, provided any such termination for Cause shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. d. If (dA) If the Company terminates Executive's employment other than in accordance with Subparagraph 9(a), 9(b), or 9(c) (it being understood that a purported termination under Subparagraph 9(c) which is disputed and finally determined not to have been proper shall be a termination by the Company in material breach of this Agreement), or (B) Executive terminates shall terminate his employment for Good Reason as provided in Subparagraph 7(eReason, or (C) or if Executive's employment is terminated by the Company without Cause as provided gives Executive notice that it does not wish to extend this Agreement in Subparagraph 7(d)accordance with Paragraph 1, then then i. the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, incentive compensation under Subparagraph 3(b), if any; ii. In addition, subject in lieu of any further payments to signing or claims by Executive for payments of a general release of claims in a form and manner satisfactory salary or incentive compensation for periods subsequent to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled pay to set-off against Executive a Severance Payment Amount equal to two times the remaining Severance Amount twenty-five percent sum of (25%1) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer Executive's Base Salary and (including, without limitation, contract and consulting agreements2) Executive's annualized incentive compensation under Subparagraph 3(b). For purposes of this Agreementcalculating the Severance Payment Amount, "Average Executive's Base Salary" Salary will be equal to Executive's then- current Base Salary (provided, however, that if the basis for Executive's termination is for Good Reason under clause (C) of Subparagraph 9(d), the Severance Payment Amount shall mean be based on the Base Salary in effect prior to such reduction) and the annualized incentive compensation will be four times the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each amount of incentive compensation earned in the eight full quarters preceding the earlier of the three (3) immediately preceding fiscal years Notice of Termination or such fewer number Date of complete fiscal years as Termination. The Company shall pay Executive may have been employed by the Severance Payment Amount in one lump sum on the thirtieth day following the Date of Termination. iii. Executive shall receive all the rights and benefits granted or in effect with respect to Executive under the Company's qualified and nonqualified stock option plans and agreements with Executive pursuant thereto; and iv. For purposes Executive shall receive payments made in lieu of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive accrued and unused vacation as provided for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by in the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus's vacation policies. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e)Reason, he shall be entitled to the Severance Amount only severance pay under Subparagraph 10(d)(ii) if he provides the gives a Notice of Termination provided for in accordance with Subparagraph 7(f9(e) within thirty (30) 30 days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), and (D), (E) and (F) of Subparagraph 7(e9(d). e. If Executive's employment shall be terminated by reason of retirement under Subparagraph 9(g) or if Executive gives the Company notice that he does not wish to extend this Agreement in accordance with Paragraph 1, the Company shall have no further obligations hereunder except for continuing obligations arising under Subparagraphs 3(c) and 9(g). f. Nothing contained in the foregoing Subparagraphs 10(a) through 10(e) shall be construed so as to affect the Executive's rights or the Company's obligations relating to agreements or benefits which are unrelated to termination of employment.

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, Salary plus accrued vacation to the date of his death, plus his Pro Rata Incentive Compensationaccrued and unpaid incentive compensation (including any bonus payment, if any, under Subparagraph 3(b)3(a) that is earned with respect to any financial period but which has not been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors) . Upon the death of Executive, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary plus accrued vacation and accrued and unpaid Incentive Compensation paymentsincentive compensation (including any bonus payment, if any, under Subparagraph 3(b)3(a) that is earned with respect to any financial period but which has not been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors) , until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive, Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 8 (a) shall applyterms of such plan or arrangement. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary orSalary, if applicableplus accrued vacation, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan all vested but unexercised stock options held by Executive as of the Company in which Executive, at the Date of TerminationTermination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, has a vested interest, unless otherwise provided if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in such employee benefit plan or any agreement or other instrument attendant theretoaccordance with their terms. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary orSalary, if applicableplus accrued vacation, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensationincentive compensation including any bonus payment, if any, under Subparagraph 3(b3(a) that is earned with respect to any financial period but which has not been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive: (i) the The Company shall continue Executive's compensation at a rate pay Executive an amount equal to one (1) times the sum of (A) Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"), but in no event for fewer than twenty-four (24) months. The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially accordance with the Company's standard payroll practices in equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of installments over 12 months following the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 and 6 of this Agreement, Agreement then all further payments of the Severance Amount shall immediately cease. (ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. Notwithstanding All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms. (iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the event Executive terminates his terms of such plan or arrangement. (e) If Executive's employment is terminated by the Company for Good Reason Cause as provided in Subparagraph 7(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 7(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms. (f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D), (E) and (F) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 7(e)employment.

Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, Salary to the date of his death, plus his Pro Rata Incentive Compensationaccrued and unpaid incentive compensation, if any, under Subparagraph 3(b3(a), plus his unused paid time off. All stock-based grants and awards held by Executive shall be treated upon the death of the Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay reimburse such health insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. arrangement subject to compliance with Code Section 409A. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation paymentsincentive compensation, if any, under Subparagraph 3(b3(a), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 7(b4(b) or until Executive terminates his employment in accordance with Subparagraph 7(e4(e), whichever first occurs. For Any such payments shall be made upon Executive’s Separation from Service to the extent required by Section 409A. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. In the event that Executive’s employment is terminated due to disability in accordance with subparagraph 4(b), then for a period of one (1) year following the Date of Termination, the Company shall pay reimburse Executive for such health insurance premiums as may be necessary to allow Executive and Executive, Executive's ’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a5(a) shall apply. (c) If Executive's ’s employment is terminated by Executive other than for Good Reason Constructive Termination as provided in Subparagraph 7(e4(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, plus his unused paid time off. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's ’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. All stock-based grants and awards held by Executive shall be treated upon the Date of Termination in accordance with their terms. (d) If Executive terminates his employment for Good Reason Constructive Termination as provided in Subparagraph 7(e4(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 7(d4(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensationincentive compensation, if any, under Subparagraph 3(b3(a), plus his unused paid time off. In addition, subject to signing by Executive of a general mutual release of claims in a form and manner satisfactory to the CompanyCompany (the “Release”) within 21 days (or 45 days if such longer period is required by applicable law) following termination and such Release becoming effective in accordance with its terms following the lapse of any applicable revocation period, (i) the Company shall continue Executive's compensation at a rate pay Executive an amount equal to one (1) times the sum of Executive's Average ’s current Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "“Severance Amount"”), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installmentsbiweekly installments over twelve (12) months, in arrears; provided, however, that arrears in accordance with the event Executive commences any employment with an employer other than the Company during the twelve month period ending Company’s normal payroll schedule for salaried employees commencing on the first anniversary of pay day following the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive 60th day after Executive’s Separation from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements)Service. For purposes of this Agreement, "“Average Base Salary" Incentive Compensation” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary incentive compensation under Subparagraph 3(a) received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "“Average Incentive Compensation" ” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the material provisions contained in Paragraphs 5 and 6 of this the Employee Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoingFurthermore, in the event Executive terminates his employment for Good Reason Constructive Termination as provided in Subparagraph 7(e4(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f4(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason Constructive Termination as specified in clauses (A), (B), (C), (D), ) and (E) and (F) of Subparagraph 7(e4(e).; and

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (bi) During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive he shall continue to receive his accrued arid unpaid Base Salary orfull base salary at the rate then in effect and all compensation, if applicableincluding under the Annual Incentive Plan or any other bonus or compensation plan or policy, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), paid during the period until Executive's employment this Agreement is terminated due pursuant to disability Subsection 3(I) hereof. Thereafter, benefits shall be determined in accordance with Subparagraph 7(bthe Company's disability program then in effect. UNITED BANCORP, INC. FORM 10-K (ii) or until If the Executive terminates his retires pursuant to Subsection 3(i) hereof, this agreement is terminated. (iii) If employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the Date of Terminationshall be terminated for Cause, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, full base salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given. Thereafter, and the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (div) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d)shall be terminated (a) by the Company other than for Cause, Retirement or Disability or (b) for Good Reason, then the Executive shall be entitled to the benefits provided below: (A) the Company shall, shall pay full base salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,given; (iB) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount lieu of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of salary payments for periods subsequent to the Date of Termination, the Company shall be entitled pay as severance pay, not later than the fifth day following the Date of Termination, a lump sum severance payment equal to set-off against one times the remaining Severance Amount twenty-five percent sum of (25%I) annual base salary in effect immediately prior to the occurrence of the circumstance giving rise to the Notice of Termination given in respect thereof and (ii) the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify bonus paid pursuant to the Annual Incentive Plan in the year preceding that in which the Date of Termination occurs. Such payment shall be reduced as appropriate, to not exceed the amount equal to a fraction of this payment, the numerator of which is the number of full months remaining to the Executive's normal retirement date and the denominator of which is (12, 24 or 36). (C) notwithstanding any provision of the Annual Incentive Plan, the Company shall pay, not later than the fifth day following the Date of Termination, a lump sum amount equal to the sum of (I) any incentive compensation which has been allocated for the fiscal year preceding that he in which the Date of Termination occurs but which has not accepted yet been paid, and (ii) any award under the Annual Incentive Plan which has not yet been paid for any period which has closed prior to the Date of Termination. (D) The Company shall also pay all legal fees and expenses incurred as a result of the termination of employment with a new (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). (v) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise, and in Subsection 4(vi) below. (including, without limitation, contract and consulting agreements). For purposes vi) In the event that any payment or benefit (whether payable pursuant to the terms of this Agreement, "Average Base Salary" shall mean the average Agreement or otherwise) would not be deductible because of Section 280G of the annual Base Salary orUNITED BANCORP, if applicableINC. FORM 10-K Internal Revenue Code of 1954, Adjusted Base Salary received by Executive for each as amended (the "Code"), the aggregate amount payable hereunder shall be reduced, so that after giving effect to such reduction, no payment made or benefit under the terms of this Agreement will not be deductible because of Section 280G of the three Code. In determining whether any payment under the terms of this Agreement would not be deductible under Section 280G of the Code, all present and future payments and benefits shall be included (and, in the case of stock option, other non-cash benefits or deferred cash payments, shall be valued by a national independent accounting firm (at the Company's expense) acceptable to the Executive in accordance with the principles of Sections 280G(d) (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average and (4) of the annual Incentive Compensation under Subparagraph 3(bCode and any regulations promulgated thereunder) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 except payments and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoingbenefits which, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled written opinion of independent tax counsel selected by a national independent accounting firm and acceptable to the Severance Amount only if he provides Executive, do not constitute "parachute payments" within the Notice meaning of Termination provided for in Subparagraph 7(fSection 280G(b) within thirty (302) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e)Code.

Compensation Upon Termination or During Disability. (a) If Executive's your employment terminates shall be terminated by reason of his your death, the Company shallshall pay, within ninety (90) days of death, pay in a lump sum amount to such person as Executive you shall designate in a notice filed with the Company Company, or, if no such person is shall be designated, to Executive's estateyour estate as a lump sum death benefit, Executive's an amount equal to any accrued and but unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to Salary and a prorated Annual Bonus at the date time of his your death, plus his Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period This amount shall be exclusive of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In in addition to the foregoing, any payments to which Executive's spouseyour widow, beneficiaries, beneficiaries or estate may be entitled under to receive pursuant to any pension or employee benefit plan shall also be paid in accordance with maintained by the terms Company. Your designated beneficiary or the executor of such plan or arrangement. Such paymentsyour estate, in as the aggregatecase may be, shall fully accept the payment provided for in this paragraph 8 in full discharge and release of the Company's Company of and from any further obligations hereunderunder this Agreement. (b) During any period that Executive fails you fail to perform his your duties hereunder as a result of incapacity due to physical or mental illness, Executive you shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted your full Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), a prorated Annual Bonus until Executive's your employment is terminated due pursuant to disability in accordance with Subparagraph paragraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurshereof. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's your employment is terminated by the Company without Cause as provided in Subparagraph 7(dpursuant to paragraph 7(b), then the Company shallshall be discharged and released of and from any further obligations under this Agreement. During any such period and thereafter you shall continue to bear the obligations provided for in paragraph 9 below in accordance with the terms of such paragraph 9. Exhibit 10(g) Employment Agreement between Avatar Holdings Inc. and Xxxxxx X. Xxxxxx -- continued (c) If your employment shall be terminated for Cause or you shall terminate your employment other than for Good Reason, the Company shall pay you your full Base Salary through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary Termination or the date on which you terminate your employment at the rate in effect at the time Notice of Termination is given or the date on which you terminate your employment. The Company shall be discharged and his accrued released of and unpaid Incentive Compensationfrom any further obligations under this Agreement. Thereafter, if any, under Subparagraph 3(b)you shall continue to have the obligations provided for in paragraph 9 below. In addition, subject Nothing contained herein shall be deemed to signing be a waiver by Executive the Company of a general release any rights that it may have against you in respect of claims in a form and manner satisfactory your actions which gave rise to the Company,termination of your employment for Cause. (d) If the Company shall terminate your employment other than pursuant to paragraphs 7(b), 7(c) or 7(d) hereof or if you shall terminate your employment for Good Reason (whether or not during the first two years of your employment hereunder, but after the expiration of any applicable cure period), then (i) the The Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average pay you your full Base Salary in accordance with normal payroll practices and his Average Incentive Compensation payable without interest through the fifth anniversary of the Commencement Date at the rate in effect at the time Notice of Termination is given in accordance with paragraph 7(f) hereof; (ii) The Company shall continue to pay you your Annual Bonus in accordance with normal payroll practices and without interest through the fifth anniversary of the Commencement Date; and (iii) The Company shall maintain in full force and effect, for your continued benefit for the remaining length full term of the Period of Employment after this Agreement, all employee benefit plans and programs in which you were entitled to participate immediately prior to the Date of Termination provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, you shall be entitled to receive an amount equal to the annual contributions, payments, credits or allocations made by the Company to you, to your account or on your behalf under such plans and programs from which your continued participation is barred. (e) If the "Severance Amount"Company shall terminate your employment hereunder other than pursuant to paragraphs 7(b), but 7(c) or 7(d) hereof, or if you shall terminate your employment pursuant to paragraph 7(e) hereof, you agree, during the entire period of time that you are entitled to receive any benefits pursuant to paragraph 8(d) above, to make known your availability for employment involving services of a nature substantially similar and of a comparable stature to those performed by you on behalf of the Company in no event a manner customary for fewer than twenty-four executives holding positions substantially similar and of a comparable stature to your position with the Company. You agree to keep the Chairman of the Board of the Company (24or his designee) monthsapprised of your employment status during such period and , if requested, you will provide appropriate supporting 79 80 Exhibit 10(g) Employment Agreement between Avatar Holdings Inc. and Xxxxxx X. Xxxxxx -- continued documentation with respect to the salary, bonuses or other compensation earned by and benefits made available to you in respect of such employment. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in In the event Executive commences any you secure employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of terminationas described in this paragraph (e), the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%i) of the amount of any cash compensation received by Executive deduct from the amounts payable to you pursuant to paragraphs 8(d)(i) and 8(d)(ii) above (excluding any accrued but unpaid Annual Bonus through the date of termination) any salary, bonuses or other compensation paid to you in connection with such employment and (ii) terminate your participation in (and shall not be required to pay you any sums in respect of) any employee benefit plans and programs described in paragraph 8(d)(iii) that are substantially similar to any employee benefit plans and programs in which you participate in connection with such new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than existing employment. You agree promptly to repay to the Company during any amounts paid to you by the twelve month period ending on Company pursuant to paragraphs 8(d)(i) and 8(d)(ii) which the second anniversary of Company was entitled to deduct from such amounts pursuant to this paragraph (e). (f) If the Company shall terminate your employment hereunder pursuant to paragraph 7(d) hereof, then (i) The Company shall pay you your full Base Salary and Annual Bonus through the Date of TerminationTermination (it being understood that you shall receive a full Annual Bonus for both the first and second years); (ii) The Company shall pay you as severance, an aggregate amount of $450,000, which is to be paid over the twelve months following the Date of Termination in equal installments at such times salaries are payable in accordance with normal payroll practices of the Company; and (iii) the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) discharged and released of the amount of and from any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of other further obligations under this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e).

Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary, Salary or, if applicable, his Adjusted Base Salary, to the date of his death, plus his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b3(a), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 7(b6(b) or until Executive terminates his employment in accordance with Subparagraph 7(e6(e), whichever first occurs. For a period of one (1) , at which point Executive shall then receive any accrued and unpaid Incentive Compensation, if any, for the fiscal year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8preceding (a) shall apply. (c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's ’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 7(d6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding teimination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate to provide payments to Executive in an amount equal to one and one-half (11/2) times the sum of Executive's ’s Average Base Salary and his Average Incentive Compensation Compensation, payable for the remaining length of the Period of Employment over eighteen (18) months after the Date of Termination (the "“Severance Amount"”), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve (12) month period ending on the first anniversary of the Date of terminationTermination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period; provided, provided further thatfurther, that in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve six (6) month period ending on following the second first anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash compensation received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "“Average Base Salary" ” shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e).fiscal

Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary, or, if applicable, his Adjusted Base Salary, to the date of his death, plus his Incentive Compensation and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs, at which point Executive shall then receive any accrued and unpaid Base Salary or, if applicable, Adjusted Base Salary and any accrued and unpaid Incentive Compensation and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 7(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is givengiven and any accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid Incentive Compensation and Pro Rata Incentive Compensation, if any, under Subparagraph 3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. On or before the tenth (10th) day following such Date of Termination, the Company shall place the Severance Amount in escrow. The Severance Amount shall be paid out due and payable to Executive without notice or demand in substantially equal bi-weekly installments, in arrearswith the first such payment being due and payable fourteen (14) days following the Date of Termination; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of the Date of termination, the Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of the amount of any cash compensation received by Executive from the new employer during such period, provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of the Date of Termination, the Company shall be entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 7(f) within thirty five (305) days after the occurrence expiration of the applicable 90-day Good Reason Process Period if the event or events which constitute constitutes such Good Reason as is specified in clauses (A), (B), (C), (D), ) or (E) and of Subparagraph 7(e) or within five (F5) days after the expiration of the 30-day Good Reason Process Period if the event which constitutes such Good Reason is specified in clause (C) of Subparagraph 7(e). Notwithstanding the foregoing, if Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Agreement, all payments of the Severance Amount shall immediately cease upon delivery by the Company to Executive of written notice of such breach; provided, however, that if within ten (10) days of such notice Executive delivers written notice to the Company disputing any such claimed breach, then the Severance Amount shall continue to be paid to Executive pending resolution of the dispute in accordance with Paragraph 14 hereof. If it is determined pursuant to such dispute resolution procedures that Executive breached any of the provisions contained in Paragraphs 5 and 6, then Executive shall promptly refund to the Company all payments of the Severance Amount paid to Executive subsequent to the date of the Company's notice of breach, together with interest thereon at a rate equal to the lesser of eighteen percent (18%) per annum or the maximum lawful rate.