Common use of Compensation Upon Termination Clause in Contracts

Compensation Upon Termination. (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. Upon termination of the Executive’s employment within twenty-four (24) months following a Change in Control of the Corporation, unless such termination is because of the Executive’s death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay to the Executive the following: (i) If Executive's employment is terminated The Corporation shall pay the Executive his full salary (whether such salary has been paid by the Company pursuant Corporation or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to subsection 5(fwhich the Executive is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due (and in any event within 90 days after the Separation from Service), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii; (A) or 5(d)(iii), then the Company The Corporation shall pay to the Executive an amount equal to 1.5 multiplied by the Executive’s annualized includable compensation for the base period, within 30 days the meaning of such termination (or, if there is a dispute regarding such termination, within 30 days Section 280G(d)(1) of the date such dispute is resolved) the following amountsCode, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of terminationprovided, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; providedhowever, that if (A) (i) the period from the date any of Executive's termination for reasons described in this Section 6(a)(i) such payment is or will be subject to the end excise tax imposed by Section 4999 of the Term then in effect Code or any similar tax that may hereafter be imposed (“Excise Tax”), such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the "Severance Period") is less than two years or (ii) the Company gives notice largest amount payable under Section 2 this paragraph that the term will would not be beyond subject in whole or in part to the last year Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the term then in effect (the last day of such term is Code. Such payment shall be referred to as the "Nonrenewal Date") and “Severance Payment.” The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service. (B) In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive is not engaged in regular employment (whether as an employee or as a self-employed person) shall repay the excess to the Corporation at the end time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Corporation shall pay the Executive such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined. (C) In the event that the amount of the Severance Period Payment exceeds or at is less than the Nonrenewal Dateamount initially paid, then at such difference shall constitute a loan by the end of Corporation to the Severance PeriodExecutive, or on by the Nonrenewal Date Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate). (D) The amount of any payment provided for in this subparagraph shall not be reduced, offset or subject to recovery by the Company or the Company’s Successor by reason of any compensation earned by the Executive as the result of employment by another Corporation after the Date of Termination, or otherwise. (ii) The Corporation shall begin making additional monthly severance payments also pay to the Executive all legal fees and related expenses incurred by the Executive in connection with this Agreement, whether or not the Executive prevails ("Supplemental Severance Payments"including, without limitation, 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). (iii) to Executive (based on Executive's Base Salary at the time of terminationThe Corporation shall maintain in full force and effect, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) Executive’s continued benefit until the earlier of (1A) if clause (A)(i) of this proviso applies, the second anniversary death of the date of such Executive's termination, or if clause ; (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2B) the date that Executive’s commencement of full-time employment with a new Corporation; or (C) twenty-four (24) months following the Operative Date, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which the Executive finds regular employment, whether as an employee or as a self-employed personwas entitled to participate immediately prior to the Operative Date, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive’s participation in any such plan or program is barred, the Company may at shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such plans and programs. In the case of any timeinsurance provided the Executive pursuant to this subparagraph (iii), in each premium therefor shall be paid after, but no later than 30 days after, the discretion Corporation’s receipt of the Company's chief executive officer, elect not invoice for such premium. No coverage shall be provided to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer under a self-insured medical plan of the CompanyCorporation after the Separation from Service; provided that such coverage may be provided during the period of time during which the Executive would be entitled to continuation coverage under such plan pursuant to Section 4980A of the Code if the Executive elected such continuation coverage and paid the applicable premiums. If Xxxxxxx Xxxxxx is not then Chief Executive OfficerExcept for coverage permitted by the preceding sentence, such election no benefits shall be made provided pursuant to this subparagraph (iii) other than through the purchase of insurance by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal DateCorporation. (iiiv) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 under the Agreement by seeking other employment or otherwise. It is specifically understood that any compensation the Executive receives from the Corporation or any other person for services rendered prior to or after termination of employment, such as a payment under any deferred compensation plan maintained by the Corporation, will not reduce or offset the benefits to which he is entitled hereunder.

Compensation Upon Termination. Upon a Change in Control (other than for Cause, Disability or upon Death). (i) If the Executive's employment is terminated by the Company pursuant to subsection 5(f), Executive for Good Reason or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then by the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of one (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments year after the Nonrenewal Date on account consummation of the Company's failure a Change in Control (as hereafter defined) (or in contemplation of a Change of Control that is reasonably likely to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (iioccur) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(fSection 4(a)(i), 5(d)(i), 5(d)(ii4(a)(ii) or 5(d)(iii)4(a)(iii) hereof, the Company, within sixty (60) days of the Date of Termination, shall pay to the Executive shall receive compensation and benefits (or in the event of the Executive's death, the Executive's estate) a lump-sum cash amount equal to the sum of (x) the Executive's unpaid salary through the end Date of Termination; plus (y) any bonus compensation earned and unpaid through the Date of Termination; provided, however, that any bonus compensation conditioned upon the satisfaction of performance goals shall not be paid unless such performance goals are actually satisfied; plus (z) the product of (A) a fraction the numerator of which is the number of months in the Change in Control Severance Period (as hereafter defined) and the denominator of which is 12 and (B) the sum of (1) Executive's annual base salary as then in effect and (2) the bonus or incentive compensation paid to the Executive in respect of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for most recent fiscal year prior to the year in which the Change in Control occurs. In addition, the Executive shall continue to be covered under the Company's group health, life and disability insurance for the Change in Control Severance Period or, in the Company's sole discretion, the Executive shall be provided comparable coverage or the economic equivalent thereof. The "Change in Control Severance Period" shall be eighteen (18) months. (ii) Notwithstanding any other provision herein to the contrary, in the event that the Executive becomes entitled to any payments under Section 5(d)(i) ("Termination Payments") and any portion of such Termination Payments, when combined with any other payments or benefits provided to the Executive (including, without limiting the generality of the foregoing, by reason of any stock options), in the absence of this Section 5(d)(ii), would be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then (subject to Section 5(d)(iii) hereof) the amount payable to the Executive under Section 5(d)(i) shall be reduced such that none of the amounts payable to the Executive under Section 5(d)(i) and any other payments or benefits received or to be received by the Executive in connection with a Change in Control or the termination occursof the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person having such a relationship with the Company or such person as to require attribution of stock ownership between the parties under Section 318(a) of the Code) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code. For purposes of applying the foregoing sentence, if in the opinion of tax counsel selected by the Company's independent auditors prior to the Change in Control and reasonably acceptable to the Executive, such payments or benefits (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code, then such amounts shall be excluded from any such calculation. Furthermore, in determining the maximum amount of the payments to the Executive which would not constitute a parachute payment within the meaning of Sections 280G(b)(1) and (4), the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code or any applicable proposed or final Treasury Regulations promulgated under the Code. (iii) Any sums due pursuant If the net after-tax amount of the Termination Payments which would be payable to the provisions Executive in the absence of this subsection 6(athe reduction described in Section 5(d)(ii) shall above exceeds the net after-tax amount of the Termination Payments which would be reduced by any sums payable to the Executive pursuant if the reduction described in Section 5(d)(ii) above were applicable, then the reduction to any severance or termination pay program maintained by the Company. (bExecutive's Termination Payments described in Section 5(d)(ii) Executive above shall not be required applicable. For purposes of computing such net after-tax amounts, the Termination Payments shall be treated as subject to mitigate Federal income tax and any state and local income taxes (based upon the residence of the Executive at the time the first amount of Termination Payments is to be paid hereunder) at the highest marginal rate of income tax imposed upon individuals (but without assuming any payment provided for reduction in this Section 6 by seeking other employment Federal income taxes that could be obtained from the deduction of any such state or otherwise.local taxes if paid in such year), shall be subject only to the Medicare portion of the F.I.

Compensation Upon Termination. (i) If Executivethe Company terminates the Employee's employment is terminated by without Cause at any time after the Effective Date, the Company pursuant will, contingent upon the Employee executing and delivering to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay a written general release of claims against the Company in a form acceptable to Executivethe Company which will become irrevocable by its terms on or before the 60th day following the Employee’s ‘Separation from Service’, within 30 days the meaning of such termination (orInternal Revenue Code Section 409A, if there is a dispute regarding such termination, within 30 days from the Company and will pay the Employee severance in the amount of the date such dispute is resolvedgreater of (a) the following Employee’s monthly base salary amount, plus any Cash Bonus amounts, and in lieu of any further salary and bonus including, for clarity, all guaranteed amounts, earned or other incentive compensation payments to Executive for periods subsequent to accrued through the date of the Employee’s termination multiplied by the number of months left until the Expiration Date, or (b) the Employee’s monthly base salary amount, plus any Cash Bonus amounts, including, for clarity, all guaranteed amounts, earned or accrued through the date of the Employee’s termination, an amount (multiplied by six. All severance payments shall be made as and when the "Severance Payment") equal to the aggregate Employee’s salary payments (based on for the Base Salary in effect on the termination date) that same periods would have been paid made, and shall be subject to Executive from the date of termination to the end of the Term then in effect, plus the bonus that identical withholdings as would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), base salary and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) cash bonuses. The first severance payment to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election Employee shall be made following the date on which the release becomes effective, and no later than the 75th day following that date, and shall include a ‘catch-up’ payment for all amounts which would have otherwise been paid during such period. In addition to the severance payments, the Company shall, during the time severance payments are made, retain the Employee as part of its insured group covered by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partnersthe Company’s welfare benefits providers, L.P., together with its general partner and their respective affiliates, own, or have continue to pay the power to vote or direct the voting of, shares Company portion of the capital stock insurance premiums for such benefits, and continue to deduct the employee’s portion from all severance paid. COBRA notice and coverage for the employee would thus begin upon cessation of the Company sufficient severance payments. Notwithstanding any other provision of this Agreement, if any amount payable to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date Employee under this Agreement on account of the Company's failure Employee’s Separation from Service constitutes deferred compensation within the meaning of and subject to extend Section 409A, and the Term shall not be applicable if Executive's employment Employee is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end a “Specified Employee” of the calendar month in which termination occurs (orCompany on the date of his Separation from Service, if earlier, the end then payment of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus such amount shall be payable for delayed until the year first business day that is at least six (6) months after the date on which the Employee’s Separation from Service occurs. For these purposes, “Specified Employee” has the meaning given to that term in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Internal Revenue Code Section 6 by seeking other employment or otherwise.409A(a)(2)(B)(i)

Compensation Upon Termination. (i) A. If the Executive's employment is services are terminated by the Company pursuant to subsection 5(f)Xxxxxxxxx 0X, or if Executive shall terminate his employment pursuant to subsection 5(d)(i)0X, 5(d)(ii) or 5(d)(iii)0X, then the Company shall pay to Executivexx 0X, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue his salary through his final date of active employment plus any accrued but unused current paid time off for which the Executive is eligible. The Executive shall also be entitled to participate in all Company Benefit Plans on any benefits mandated under the same basis as Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or required under the Company's executive employees through terms of any death, insurance, or retirement plan, program, or agreement provided by the end of Employer and to which the fiscal year Executive is a party or in which such the Executive is a participant, including, but not limited to, any short-term or long-term disability plan or program, if applicable. B. Except as otherwise provided in Xxxxxxxxx 0X, 0X or this Paragraph 9B, if the Executive's services are terminated pursuant to Paragraph 8D or 8E, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused current paid time off for which the Executive is eligible. The Executive also shall be entitled to a single sum payment payable within thirty (30) days after the Executive's termination occurs; provideddate and equal to one (1) times his Base Salary, plus one (1) times his annual target performance bonus as determined pursuant to the Employer's Performance Bonus Plan, provided (a) he signs an agreement acceptable to the Employer that if (A) (i) waives any rights the period from Executive may otherwise have against the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or Employer, (ii) releases the Company gives notice under Section 2 that Employer from actions, suits, claims, proceedings and demands related to the term will not be beyond period of employment and/or the last year termination of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") employment, and (Biii) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may contains certain other obligations which shall be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary set forth at the time of terminationthe termination (including, payable in arrearsbut not limited to, pro rated for a reaffirmation of the months in which such payments begin Executive's obligations under Paragraph 10 of this Agreement), and end and otherwise calculated and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid in accordance with to the Company's payroll practices for its executive employeesExecutive during the thirty (30) until the earlier of day or one (1) year written notice period, whichever is applicable, if clause the Executive performs no substantial services during such thirty (A)(i30) day or one (1) year written notice period. In addition, all options to purchase common stock of this proviso appliesthe Employer granted to the Executive pursuant to the Employer's Long-Term Incentive Plan shall immediately become Vested Shares as defined in any Stock Option Agreement(s) between the Employer and the Executive, and the second anniversary of Executive shall have one (1) year following the date of termination to exercise any unexercised options held by him as of such Executive's termination, or if clause date. The Employer shall also pay for up to six (A)(ii6) months of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that outplacement services for the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, until the end of Executive obtains full-time employment), to be provided by an outplacement service provider selected by the Term then in effect) and Employer. Additionally, the Executive shall thereafter receive no other compensation or, except as required by law, be entitled to any benefits mandated under COBRA or required under the terms of any kind whatsoeverdeath, insurance, or retirement plan, program, or agreement provided by the Employer and to which the Executive is a party or in which the Executive is a participant. If the Executive elects COBRA continuation coverage for himself and/or his dependents, the Employer shall pay for such coverage for so long as the Executive is eligible for COBRA continuation coverage; it being understood provided however, that no bonus nothing herein shall be payable for construed to extend the year in period of time mandated by statute over which such termination occursCOBRA continuation may otherwise be provided to the Executive and/or his dependents. C. If the Executive's services are terminated pursuant to Paragraph 8D or 8E at any time during the twenty-four (24) month period following a Change in Control, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused current paid time off for which the Executive is eligible. In lieu of any entitlements under Paragraph 9B, the Executive shall be entitled to a single sum payment payable within thirty (30) days after the Executive's termination date and equal to two (2) times his Base Salary, plus two (2) times his annual target performance bonus as determined pursuant to the Employer's Performance Bonus Plan, provided (a) he signs an agreement acceptable to the Employer that (i) waives any rights the Executive may otherwise have against the Employer, (ii) releases the Employer from actions, suits, claims, proceedings and demands related to the period of employment and/or the termination of employment, and (iii) Any sums due contains certain other obligations which shall be set forth at the time of the termination (including, but not limited to, a reaffirmation of the Executive's obligations under Paragraph 10 of this Agreement), and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid to the Executive during the thirty (30) day or one (1) year written notice period, whichever is applicable, if the Executive performs no substantial services during such thirty (30) day or one (1) year written notice period. In addition, all options to purchase common stock of the Employer granted to the Executive pursuant to the provisions Employer's Long-Term Incentive Plan shall immediately become Vested Shares as defined in any Stock Option Agreement(s) between the Employer and the Executive, and the Executive shall have one (1) year following the date of this subsection 6(atermination to exercise any unexercised options held by him as of such date. The Employer shall also pay for up to six (6) months of outplacement services for the Executive (or, if earlier, until the Executive obtains full-time employment), to be provided by an outplacement service provider selected by the Employer. Additionally, the Executive shall be reduced by any sums payable to Executive pursuant entitled to any severance benefits mandated under COBRA or termination pay program maintained required under the terms of any death, insurance, or retirement plan, program, or agreement provided by the CompanyEmployer and to which the Executive is a party or in which the Executive is a participant. If the Executive elects COBRA continuation coverage for himself and/or his dependents, the Employer shall pay for such coverage for so long as the Executive is eligible for COBRA continuation coverage; provided however, that nothing herein shall be construed to extend the period of time mandated by statute over which such COBRA continuation may otherwise be provided to the Executive and/or his dependents. D. If a "change in control" shall occur (bas defined in Section 280G(b)(2)(a)(i) of the Code), and a determination is made by legislation, regulation, ruling directed to the Executive shall not be required to mitigate or the Employer, or court decision, that the aggregate amount of any payment made to the Executive hereunder, or pursuant to any plan, program, or policy of the Employer in connection with, on account of, or as a result of, such change in control constitutes "excess parachute payments" under the Code that are subject to the excise tax provisions of Section 4999 of the Code, or any successor sections thereof, the Executive shall be entitled to receive from the Employer, in addition to any other amounts payable hereunder, an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes, other than interest and penalties imposed by reason of the Executive's failure to file timely a tax return or pay taxes shown due on his return), including, without limitation, any income taxes (and any interest and penalties imposed thereon) and any excise tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the excise tax imposed; provided, however, if the aggregate amount of payments to the Executive, without regard to the Gross-Up Payment, does not exceed one hundred ten percent (110%) of the maximum amount that the Executive could receive without regard to the payments being subject to the excise tax provisions of Section 4999 of the Code (the "Tax Limit"), then (i) no Gross-Up Payment shall be made hereunder, and (ii) the payments shall be reduced to the Tax Limit. All determinations required to be made under this Paragraph 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by the Employer and reasonably acceptable to the Executive which is one of the five largest accounting firms in the United States (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Employer and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been an excess parachute payment, or such earlier time as is requested by the Employer. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. Any Gross-Up Payment, as determined pursuant to this Paragraph 9 shall be paid by the Employer to the Executive within five (5) days of the receipt of the Accounting Firm's determination. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Employer should have been made ("Underpayment") consistent with the calculations required to be made hereunder. In the event that the Employer exhausts its remedies hereunder and the Executive thereafter is required to make a payment of any excise tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Employer to or for the benefit of the Executive. The Executive shall notify the Employer in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Employer of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Employer notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (1) give the Employer any information reasonably requested by the Employer relating to such claim; (2) take such action in connection with contesting such claim as the Employer shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Employer; (3) cooperate with the Employer in good faith in order effectively to contest such claim; and (4) permit the Employer to participate in any proceedings relating to such claim; provided, however, that the Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any excise tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provision of this Paragraph 9D, the Employer shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Employer shall determine. Notwithstanding anything herein to the contrary, if, after the receipt by the Executive of an amount advanced by the Employer pursuant to this Paragraph 9D, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Employer's substantial compliance with the requirements of this Paragraph 9D) promptly pay to the Employer the amount of such refund plus interest at an annual rate equal to the Applicable Federal Rate provided for in this Section 6 by seeking other employment or otherwise1274(d) of the Code from the date the Gross-Up Payment was paid to the Executive until the date of the repayment to the Employer.

Compensation Upon Termination. Upon termination of the Executive's employment within 90 day prior to the Operative Date or within twenty-four (24) months following the Operative Date, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay to the Executive the following: (i) If Executive's employment is terminated The Corporation shall pay the Executive his full salary (whether such salary has been paid by the Company pursuant Corporation or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to subsection 5(fwhich the Executive is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due (and in any event within 90 days after the Separation from Service), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii; (A) or 5(d)(iii), then the Company The Corporation shall pay to the Executive an amount equal to 1.5 multiplied by the Executive's annualized includable compensation for the base period, within 30 days the meaning of such termination (or, if there is a dispute regarding such termination, within 30 days Section 280G(d)(1) of the date such dispute is resolved) the following amountsCode, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of terminationprovided, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; providedhowever, that if (A) (i) the period from the date any of Executive's termination for reasons described in this Section 6(a)(i) such payment is or will be subject to the end excise tax imposed by Section 4999 of the Term then in effect Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the "Severance Period") is less than two years or (ii) the Company gives notice largest amount payable under Section 2 this paragraph that the term will would not be beyond subject in whole or in part to the last year Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the term then in effect (the last day of such term is Code. Such payment shall be referred to as the "Nonrenewal Date") and Severance Payment." The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service. (B) In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive is not engaged in regular employment (whether as an employee or as a self-employed person) shall repay the excess to the Corporation at the end time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Corporation shall pay the Executive such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined. (C) In the event that the amount of the Severance Period Payment exceeds or at is less than the Nonrenewal Dateamount initially paid, then at such difference shall constitute a loan by the end of Corporation to the Severance PeriodExecutive, or on by the Nonrenewal Date Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate). (D) The amount of any payment provided for in this subparagraph shall not be reduced, offset or subject to recovery by the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with or the Company's payroll practices Successor by reason of any compensation earned by the Executive as the result of employment by another Corporation after the Date of Termination, or otherwise. (ii) The Corporation shall also pay to the Executive all legal fees and related expenses incurred by the Executive in connection with this Agreement, whether or not the Executive prevails (including, without limitation, 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). (iii) If the Executive employment with the Corporation is terminated or the Executive resigns for its executive employeesGood Reason within 90 days prior to the Operative Date or within 24 months following the Operative Date, the Corporation shall provide him with reasonable outplacement services for up to 12 months following the Date of Termination of the Executive. (iv) The Executive shall not be eligible to receive any benefits provided in this Section 4 (other than payments under Section 4(i) unless the Executive first executes a written release and agreement provided by the Corporation releasing the Corporation of any and all claims the Executive might have against the Corporation. (v) The Corporation shall maintain in full force and effect, for the Executive's continued benefit until the earlier of (1A) if clause (A)(i) of this proviso applies, the second anniversary death of the date of such Executive; (B) the Executive's terminationcommencement of full-time employment with a new Corporation; or (C) within 90 days prior to the Operative Date or twenty-four (24) months following the Operative Date, all life insurance, medical, health and accident, and disability plans, programs or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that arrangements in which the Executive finds regular employment, whether as an employee or as a self-employed personwas entitled to participate immediately prior to the Operative Date, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company may at shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such plans and programs. In the case of any timeinsurance provided the Executive pursuant to this subparagraph (iii), in each premium therefor shall be paid after, but no later than 30 days after, the discretion Corporation’s receipt of the Company's chief executive officer, elect not invoice for such premium. No coverage shall be provided to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer under a self-insured medical plan of the CompanyCorporation after the Separation from Service; provided that such coverage may be provided during the period of time during which the Executive would be entitled to continuation coverage under such plan pursuant to Section 4980A of the Code if the Executive elected such continuation coverage and paid the applicable premiums. If Xxxxxxx Xxxxxx is not then Chief Executive OfficerExcept for coverage permitted by the preceding sentence, such election no benefits shall be made provided pursuant to this subparagraph (iii) other than through the purchase of insurance by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal DateCorporation. (iivi) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 under the Agreement by seeking other employment or otherwise. It is specifically understood that any compensation the Executive receives from the Corporation or any other person for services rendered prior to or after termination of employment, such as a payment under any deferred compensation plan maintained by the Corporation, will not reduce or offset the benefits to which he is entitled hereunder.

Compensation Upon Termination. (i) A. If the Executive's employment is services are terminated by the Company pursuant to subsection 5(f)Paragraph 7B or 7C, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue his salary through his final date of active employment plus any accrued but unused current paid time off for which the Executive is eligible. The Executive shall also be entitled to participate in all Company Benefit Plans on any benefits mandated under the same basis as Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or required under the Company's executive employees through terms of any death, insurance, or retirement plan, program, or agreement provided by the end of Employer and to which the fiscal year Executive is a party or in which such the Executive is a participant, including, but not limited to, any short-term or long-term disability plan or program, if applicable. B. Except as otherwise provided in Xxxxxxxxx 0X, 0X or this Paragraph 8B, if the Executive's services are terminated pursuant to Paragraph 7A, 7D or 7E, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused current paid time off for which the Executive is eligible. The Executive also shall be entitled to a single sum payment payable within thirty (30) days after the Executive's termination occurs; provideddate and equal to one (1) times his Base Salary, plus one (1) times his annual target performance bonus as determined pursuant to the Employer's Performance Bonus Plan, provided (a) he signs an agreement acceptable to the Employer that if (A) (i) waives any rights the period from Executive may otherwise have against the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or Employer, (ii) releases the Company gives notice under Section 2 that Employer from actions, suits, claims, proceedings and demands related to the term will not be beyond period of employment and/or the last year termination of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") employment, and (Biii) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may contains certain other obligations which shall be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary set forth at the time of terminationthe termination (including, payable in arrearsbut not limited to, pro rated for a reaffirmation of the months in which such payments begin Executive's obligations under Paragraph 9 of this Agreement), and end and otherwise calculated and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid in accordance with to the Company's payroll practices for its executive employeesExecutive during the thirty (30) until the earlier of day or one (1) year written notice period, whichever is applicable, if clause the Executive performs no substantial services during such thirty (A)(i30) day or one (1) year written notice period. In addition, all options to purchase common stock of this proviso appliesthe Employer granted to the Executive pursuant to the Employer's Long-Term Incentive Plan shall immediately become Vested Shares as defined in any Stock Option Agreement(s) between the Employer and the Executive, and the second anniversary of Executive shall have one (1) year following the date of termination to exercise any unexercised options held by him as of such Executive's termination, or if clause date. The Employer shall also pay for up to six (A)(ii6) months of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that outplacement services for the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, until the end of Executive obtains full-time employment), to be provided by an outplacement service provider selected by the Term then in effect) and Employer. Additionally, the Executive shall thereafter receive no other compensation or, except as required by law, be entitled to any benefits mandated under COBRA or required under the terms of any kind whatsoeverdeath, insurance, or retirement plan, program, or agreement provided by the Employer and to which the Executive is a party or in which the Executive is a participant. If the Executive elects COBRA continuation coverage for himself and/or his dependents, the Employer shall pay for such coverage for so long as the Executive is eligible for COBRA continuation coverage; it being understood provided however, that no bonus nothing herein shall be payable for construed to extend the year in period of time mandated by statute over which such termination occursCOBRA continuation may otherwise be provided to the Executive and/or his dependents. C. If the Executive's services are terminated pursuant to Paragraph 7A, 7D or 7E at any time during the twenty-four (24) month period following a Change in Control, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused current paid time off for which the Executive is eligible. In lieu of any entitlements under Paragraph 8B, the Executive shall be entitled to a single sum payment payable within thirty (30) days after the Executive's termination date and equal to two (2) times his Base Salary, plus two (2) times his annual target performance bonus as determined pursuant to the Employer's Performance Bonus Plan, provided (a) he signs an agreement acceptable to the Employer that (i) waives any rights the Executive may otherwise have against the Employer, (ii) releases the Employer from actions, suits, claims, proceedings and demands related to the period of employment and/or the termination of employment, and (iii) Any sums due contains certain other obligations which shall be set forth at the time of the termination (including, but not limited to, a reaffirmation of the Executive's obligations under Paragraph 9 of this Agreement), and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid to the Executive during the thirty (30) day or one (1) year written notice period, whichever is applicable, if the Executive performs no substantial services during such thirty (30) day or one (1) year written notice period. In addition, all options to purchase common stock of the Employer granted to the Executive pursuant to the provisions Employer's Long-Term Incentive Plan shall immediately become Vested Shares as defined in any Stock Option Agreement(s) between the Employer and the Executive, and the Executive shall have one (1) year following the date of this subsection 6(atermination to exercise any unexercised options held by him as of such date. The Employer shall also pay for up to six (6) months of outplacement services for the Executive (or, if earlier, until the Executive obtains full-time employment), to be provided by an outplacement service provider selected by the Employer. Additionally, the Executive shall be reduced by any sums payable to Executive pursuant entitled to any severance benefits mandated under COBRA or termination pay program maintained required under the terms of any death, insurance, or retirement plan, program, or agreement provided by the CompanyEmployer and to which the Executive is a party or in which the Executive is a participant. If the Executive elects COBRA continuation coverage for himself and/or his dependents, the Employer shall pay for such coverage for so long as the Executive is eligible for COBRA continuation coverage; provided however, that nothing herein shall be construed to extend the period of time mandated by statute over which such COBRA continuation may otherwise be provided to the Executive and/or his dependents. D. If a "change in control" shall occur (bas defined in Section 280G(b)(2)(a)(i) of the Code), and a determination is made by legislation, regulation, ruling directed to the Executive shall not be required to mitigate or the Employer, or court decision, that the aggregate amount of any payment made to the Executive hereunder, or pursuant to any plan, program, or policy of the Employer in connection with, on account of, or as a result of, such change in control constitutes "excess parachute payments" under the Code that are subject to the excise tax provisions of Section 4999 of the Code, or any successor sections thereof, the Executive shall be entitled to receive from the Employer, in addition to any other amounts payable hereunder, an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes, other than interest and penalties imposed by reason of the Executive's failure to file timely a tax return or pay taxes shown due on his return), including, without limitation, any income taxes (and any interest and penalties imposed thereon) and any excise tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the excise tax imposed; provided, however, if the aggregate amount of payments to the Executive, without regard to the Gross-Up Payment, does not exceed one hundred ten percent (110%) of the maximum amount that the Executive could receive without regard to the payments being subject to the excise tax provisions of Section 4999 of the Code (the "Tax Limit"), then (i) no Gross-Up Payment shall be made hereunder, and (ii) the payments shall be reduced to the Tax Limit. All determinations required to be made under this Paragraph 8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by the Employer and reasonably acceptable to the Executive which is one of the five largest accounting firms in the United States (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Employer and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been an excess parachute payment, or such earlier time as is requested by the Employer. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. Any Gross-Up Payment, as determined pursuant to this Paragraph 8 shall be paid by the Employer to the Executive within five (5) days of the receipt of the Accounting Firm's determination. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Employer should have been made ("Underpayment") consistent with the calculations required to be made hereunder. In the event that the Employer exhausts its remedies hereunder and the Executive thereafter is required to make a payment of any excise tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Employer to or for the benefit of the Executive. The Executive shall notify the Employer in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Employer of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Employer notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (1) give the Employer any information reasonably requested by the Employer relating to such claim; (2) take such action in connection with contesting such claim as the Employer shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Employer; (3) cooperate with the Employer in good faith in order effectively to contest such claim; and (4) permit the Employer to participate in any proceedings relating to such claim; provided, however, that the Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any excise tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provision of this Paragraph 8D, the Employer shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Employer shall determine. Notwithstanding anything herein to the contrary, if, after the receipt by the Executive of an amount advanced by the Employer pursuant to this Paragraph 8D, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Employer's substantial compliance with the requirements of this Paragraph 8D) promptly pay to the Employer the amount of such refund plus interest at an annual rate equal to the Applicable Federal Rate provided for in this Section 6 by seeking other employment or otherwise1274(d) of the Code from the date the Gross-Up Payment was paid to the Executive until the date of the repayment to the Employer.

Compensation Upon Termination. (a) In the event that Employee's employment under this Contract is terminated pursuant to paragraphs 9(a)(i) or 9(c) above, Employer shall be obligated to continue to pay to Employee periodically in accordance with the terms of this Contract (i) If Executivethe Employee's employment is terminated by Base Salary, as in effect as of the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days date of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of such termination to the end of the Initial Term then and (ii) bonus payments equal to the Maximum Bonus to which Employee would be entitled pursuant to the provisions of paragraph 4(b) above. (b) In the event that Employee's employment under this Contract is terminated pursuant to paragraph 9(b) above, Employer shall pay Employee that portion of his Base Salary which accrued through the date of termination at the rate in effecteffect at the time notice of termination is given and Employer shall have no further obligations to Employee under this Contract. (c) In the event that Employee gives notice of termination of his employment under this Contract, plus or terminates his employment, pursuant to paragraph 9(a)(ii) after the bonus Effective Time, Employer shall pay Employee that would portion of his Base Salary which accrued through the date of termination at the rate in effect at the time notice of termination is given and Employer shall have been payable no further obligations to Executive Employee under this Contract. (d) In the event that Employee's employment under this Contract is terminated pursuant to paragraph 9(d) above, Employer shall pay to Employee's estate that portion of his Base Salary which accrued through the date of termination at the rate in effect at the time notice of termination is given and Employer shall have no further obligation to Employee under this Contract except for the bonus year obligation to turn over to Employee's estate the proceeds of any life insurance policies insuring the life of Employee to which he, his estate or any beneficiary designated by him are entitled, including without limitation, the insurance policy referred to in which such termination occurs paragraph 5 above. (which shall not be discounted to take into account present value)e) In the event that Employee's employment under this Contract is terminated by Employer at any time after the end of Initial Term for any reason other than for cause as defined in paragraph 9(b) above, and the Executive Employer shall be entitled obligated to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) pay to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid Employee periodically in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) terms of this proviso applies, the second anniversary Contract (i) his Base Salary as in effect as of the date of such Executive's termination, or if clause (A)(ii) termination of this proviso applies, the first anniversary employment for a period of the Nonrenewal Date and (2) 12 months after the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner termination and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant bonus payments equal to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in Maximum Bonus to which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall Employee would be payable for the year in which such termination occurs. (iii) Any sums due entitled pursuant to the provisions of this subsection 6(aparagraph 4(b) shall be reduced by any sums payable to Executive pursuant to any severance or above for the twelve month period immediately following the date of Employee's termination pay program maintained by the Companyof employment hereunder. (bf) Executive In the event of the death of Employee at any time after his termination of employment under this Contract, but prior to the time that all payments due under the previous provisions of this paragraph 10 have been made, any remaining payments under the provisions of this paragraph 10 shall not be required made to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwiseEmployee's estate.

Compensation Upon Termination. (ia) If Executive's ’s employment with Bank is terminated by Bank pursuant to Section F.1. hereof or by Executive pursuant to Section F.2. hereof, Executive shall then only be entitled to receive salary through the effective date of such termination (without pro-ration of the Incentive Bonus described in Section D.4 above) and shall receive any incurred but not reimbursed business expenses (subject to the provisions of Section E.1. hereof). (b) If Executive’s employment is terminated by Bank pursuant to Section F.2. hereof, Executive shall be entitled to receive Executive’s salary through the effective date of such termination; any incurred but not reimbursed business expenses (subject to the provisions of Section E.1. hereof); plus Executive’s salary (as in effect immediately prior to termination) for the “Severance Period”, which shall be the greater of two (2) years from the effective date of termination or the remainder of the Term to be paid in equal installments in conformity with Bank’s normal payroll periods as in effect from time to time. However, if Executive’s employment is terminated by the Company Bank pursuant to subsection 5(f)Section F.2 within one year (1) after the announcement or consummation, or if Executive during the pendency, of a Change in Control Transaction, the Severance Period shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then be the Company shall pay to Executive, within 30 days greater of such termination (or, if there is a dispute regarding such termination, within 30 days of 24 months from the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the effective date of termination, an amount (or the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end remainder of the Term then Term. A “Change in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive Control Transaction” shall be entitled limited to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as acquisition by a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time group of terminationpersons acting in concert, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have shares having the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) directors of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account Bank, or a merger or other acquisition of the Company's failure Bank or its assets and business, in which the power to extend elect a majority of the Term directors of the surviving corporation is in the hands of persons who were not shareholders of the Bank as of one of the date hereof or a date two years prior to such merger or other acquisition. In addition to compensation for the Severance Period, Executive shall not be applicable if Executive's entitled to a lump sum payment of his Incentive Bonus (when calculated in accordance with the timing set forth in Section D.4) for any calendar year in which his employment is terminated prior by the Bank pursuant Section F.2 in an amount equal to a pro—rated portion of the Nonrenewal Date. Incentive Bonus provided in Section D.4 above (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through calculated as though the period from the beginning of the year until the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant prior to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.were a full year)

Compensation Upon Termination. Upon termination of the Executive's employment within twelve (12) months following a Change in Control of the Corporation, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay to the Executive the following: (i) If Executive's employment is terminated The Corporation shall pay the Executive his full salary (whether such salary has been paid by the Company pursuant Corporation or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to subsection 5(fwhich the Executive is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due (and in any event within 90 days after the Separation from Service), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii; (A) or 5(d)(iii), then the Company The Corporation shall pay to the Executive an amount equal to 1.0 multiplied by the Executive's annualized includable compensation for the base period, within 30 days the meaning of such termination (or, if there is a dispute regarding such termination, within 30 days Section 280G(d)(1) of the date such dispute is resolved) the following amountsCode, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of terminationprovided, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; providedhowever, that if (A) (i) the period from the date any of Executive's termination for reasons described in this Section 6(a)(i) such payment is or will be subject to the end excise tax imposed by Section 4999 of the Term then in effect Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the "Severance Period") is less than two years or (ii) the Company gives notice largest amount payable under Section 2 this paragraph that the term will would not be beyond subject in whole or in part to the last year Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the term then in effect (the last day of such term is Code. Such payment shall be referred to as the "Nonrenewal Date") and Severance Payment." The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service. (B) In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive is not engaged in regular employment (whether as an employee or as a self-employed person) shall repay the excess to the Corporation at the end time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Corporation shall pay the Executive such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined. (C) In the event that the amount of the Severance Period Payment exceeds or at is less than the Nonrenewal Dateamount initially paid, then at such difference shall constitute a loan by the end of Corporation to the Severance PeriodExecutive, or on by the Nonrenewal Date Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate). (D) The amount of any payment provided for in this subparagraph shall not be reduced, offset or subject to recovery by the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with or the Company's payroll practices for its executive employees) until Successor by reason of any compensation earned by the earlier Executive as the result of (1) if clause (A)(i) employment by another Corporation after the Date of this proviso applies, the second anniversary of the date of such Executive's terminationTermination, or if clause otherwise. (A)(iii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that The Corporation shall also pay or reimburse the Executive finds regular employmentfor all reasonable legal fees and related expenses incurred by the Executive in connection with this Agreement (including, whether as an employee without limitation, all such fees and expenses, if any, incurred in contesting or as a self-employed persondisputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement), provided that such fees and expenses are of a single law firm, and further provided that the Company may at any timeCorporation shall have agreed, in by way of settlement, court order or otherwise, to pay some amount to Executive with respect to this Agreement or the discretion termination of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateemployment. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 under the Agreement by seeking other employment or otherwise. It is specifically understood that any compensation the Executive receives from the Corporation or any other person for services rendered prior to or after termination of employment, such as a payment under any deferred compensation plan maintained by the Corporation, will not reduce or offset the benefits to which he is entitled hereunder. (E) The Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, divisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Agreement to his devisee, legatee, or other designee or, if there be no such designee, to his estate.

Compensation Upon Termination. (a) Upon a termination of this Agreement pursuant to Section 6.2(a), Employer shall pay to Executive a cash severance payment in an amount equal to the sum of (i) If one year of Executive's employment is terminated by ’s annual salary payable in a lump sum payment within three months of the Company Executive’s termination pursuant to subsection 5(fSection 6.2(a), or if and (ii) the pro-rated portion (based on the number of days in the calendar year ending prior to the effective date of such termination of Executive by Employer) of any Cash Bonus for the year in which the termination occurred that has been earned but has not been paid to Executive, which shall terminate his employment not be less than any bonus with respect to the previous calendar year, in each case. (b) Upon a termination of this Agreement pursuant to subsection 5(d)(iSection 6.2(b), 5(d)(ii) or 5(d)(iii), then the Company Employer shall pay to Executive: (i) twelve months of his annual salary then in effect, within 30 days of such termination and (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolvedii) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments pro-rated portion (based on the Base Salary number of days in effect on the calendar year ending prior to the effective date of such termination of Executive by Employer) of any Cash Bonus for the year in which the termination date) occurred that would have has been earned, but has not been paid to Executive, in both cases payable upon such termination. (c) Following the termination of this Agreement pursuant to Section 6.2(c), Employer shall pay to Executive’s estate the compensation which would otherwise be payable to Executive from the date of termination to the end of the Term then month in effectwhich his death occurs, plus including the bonus that would have been payable pro-rated portion (based on the number of days in the calendar year ending prior to the effective date of such termination of Executive by Employer) of any Cash Bonus for the bonus year in which such the termination occurs occurred that has been earned but has not been paid to Executive. (which shall not be discounted d) If Employer elects to take into account present valueterminate this Agreement in the event of permanent disability of the Executive as described in Section 6.2(d), and if the Employer terminates this Agreement for Cause as set forth in Section 6.1, or if the Executive elects to terminate this Agreement pursuant to 6.2(e), Employer shall be entitled pay to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) Executive (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end Date of Termination; any such payment, however, shall (in the case of a termination pursuant to Section 6.2(d)) be reduced by disability insurance benefits, if any, paid to Executive under policies (other than group policies) for which Employer pays all premiums and Executive is the beneficiary, and (ii) the pro-rated portion (based on the number of days in the calendar month in which year ending prior to the effective date of such termination occurs (or, if earlier, the end of the Term then in effectExecutive by Employer) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable Cash Bonus for the year in which such the termination occursoccurred that has been earned but has not been paid to Executive. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (ia) If Executive's Employee’s employment is terminated as a result of his death or Disability, as a result of his voluntary resignation other than for Good Reason, or by the Company for Cause, the Company shall pay to Employee or to the Employee’s estate, as applicable, his accrued Base Salary through the date of termination and expense reimbursement amounts for expenses incurred through the date of termination. Employee shall have no further entitlement to any other compensation or benefits from the Company, except as provided in Section 10(a) below regarding continuation of insurance coverage. Employee shall not be entitled to any bonus payable after the date of termination, except where Employee remains employed by the Company through December 31 of the calendar year during which the Discretionary Performance Bonus was earned as provided in Section 4(b) above. b) If Employee’s employment is terminated by the Company pursuant to subsection 5(f)without Cause, and other than by reason of death or Disability, or if Executive shall terminate his the Employee’s employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)is terminated by the Employee for Good Reason, then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of Employee his Base Salary through the date such dispute is resolved) the following amounts, of his termination and in lieu of any further salary and bonus or other incentive compensation payments to Executive expense reimbursement amounts for periods subsequent to expenses incurred through the date of termination. In addition, an if (i) Employee has executed and delivered to the Company, within sixty (60) days after the effective date of that termination, a written general release in a form satisfactory to the Company, whereby Employee shall release the Company from any and all potential liabilities arising out of Employee’s employment with, or termination from employment from, the Company (a “Release”); and (ii) the rescission period specified in that release has expired, the Company shall pay to Employee a severance amount equal to nine (9) months of Employee’s then current Base Salary (the "“Severance”), less applicable withholdings and deductions, which amount shall be payable in a single lump sum on or before the 90th day after the effective date of that termination; provided that the Board may, upon written notice to Employee, reduce the Severance Payment"amount to six (6) equal to the aggregate salary payments (based on the months of Employee’s then current Base Salary in the event the Company enters bankruptcy or insolvency proceedings. For purposes of the calculation of the Severance and any payment of the Discretionary Performance Bonus target amount pursuant to Section 9(c), Employee’s Base Salary and Discretionary Performance Bonus target amounts shall be calculated without giving effect on to any reduction that would give rise to Employee’s right to resign for Good Reason. c) If (i) Employee’s employment is terminated by the Company (or its successor) without Cause or the Employee resigns for Good Reason, in either case (A) within eighteen (18) months following the occurrence of a Change of Control or (B) within 90 days prior to and in connection with the occurrence of a Change of Control, then in addition to the severance benefits provided under Section 9(b) above and conditioned upon both the execution and non-revocation of the Release and the execution of a new agreement containing post-termination restrictive covenants (including, without limitation, a non-competition covenant) of the same scope, duration and terms as the Non-Disclosure Agreement, (1) all unvested options or restricted stock awards (collectively, “Unvested Stock Awards”) held by Employee at the time that such termination occurs shall be accelerated and deemed to have vested as of the termination date; and (2) the Company shall pay Employee the target amount of the Discretionary Performance Bonus contemplated by Section 4(b) (i.e., forty percent (40%) of Employee’s Base Salary) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus calendar year in which termination of his employment occurs, payable in a single lump sum on the 90th day after the effective date of termination. Prior to any Change of Control, the Company shall take such action as may be necessary to amend the terms of any Unvested Stock Award (either granted prior to or after the Effective Date) in order to provide the acceleration contemplated by this Section 9(c). d) This Section 9 sets forth the only obligations of the Company with respect to the termination occurs (which of the Employee’s employment with the Company, and the Employee acknowledges that, upon the termination of his employment, he shall not be discounted entitled to take into account present value), and any payments or benefits which are not explicitly provided in Section 9. e) Amounts payable to Employee pursuant to Sections 9(b) or 9(c) hereof shall only be paid following Employee’s separation from service with the Executive Company. The time for payment of amounts due following Employee’s separation from service pursuant to this Section 9 shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid determined in accordance with the Company's ’s regular payroll practices for its executive employeesand bonus payment practices, subject to the provisions of Code Section 409A and the Treasury Regulations. Notwithstanding anything herein to the contrary, (i) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such electionEmployee’s termination of employment with the Company the Company’s common stock is publicly traded (as determined under Code Section 409A), Xxxxxxx Xxxxxx (ii) Employee is a “specified employee” (as determined under Code Section 409A), and the Chief Executive Officer deferral of the Company. If Xxxxxxx Xxxxxx commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is not necessary in order to prevent any accelerated or additional tax under Code Section 409A, then Chief Executive Officerthe Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six (6) months and one day following Employee’s termination of employment with the Company (or the earliest date as is permitted under Code Section 409A without any accelerated or additional tax); and (ii) if any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Code Section 409A, then such election payments or other benefits shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, owndeferred if deferral will make such payment or other benefits compliant under Code Section 409A, or have otherwise such payment or other benefits shall be restructured, to the power extent possible, in a manner, determined by the Board, that is reasonably expected not to vote cause such an accelerated or direct additional tax. For purposes of Code Section 409A, each payment made under this Agreement shall be designated as a “separate payment” within the voting of, shares meaning of the capital stock Code Section 409A, and, to the extent required by Code Section 409A, references herein to Employee’s “termination of employment” shall refer to Employee’s “separation from service” (within the meaning of Code Section 409A) with the Company sufficient (as defined to elect include any affiliates required to be taken into account for that definition of separation from service). To the extent any reimbursements or in-kind benefits due to Employee under this Agreement constitute “deferred compensation” under Code Section 409A, any such reimbursements or in-kind benefits shall be paid to Employee in a majority of the Company's Board of Directors. The provision in clause (A)(iimanner consistent with Section 1.409A-3(i)(1)(iv) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. Treasury Regulations. The compensation (iiincluding without limitation separation benefits) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) Agreement shall be reduced by interpreted, operated and administered in a manner intended to comply with any sums payable to Executive pursuant to any severance or termination pay program maintained by applicable requirements of Code Section 409A, the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Treasury Regulations, and subsequent guidance issued under Code Section 6 by seeking other employment or otherwise.409A.

Compensation Upon Termination. Upon termination of the Executive's ----------------------------- employment during the term of this Agreement (iincluding any extensions thereof), the Executive shall be entitled to the following benefits: (a) If the Executive's employment is terminated by the Company pursuant to subsection 5(f)for Cause or Disability or voluntarily by the Executive, or by reason of the Executive's death, the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, including (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) any Bonus or incentive compensation and (iv) any previous compensation which the Executive has previously deferred (including any interest earned or credited thereon) (collectively, "Accrued Compensation"). In addition to the foregoing, if Executive shall terminate his the Executive's employment pursuant to subsection 5(d)(i)is terminated by the Company for Disability or by reason of the Executive's death, 5(d)(ii) or 5(d)(iii), then the Company shall pay to the Executive or his beneficiaries an amount equal to the Bonus or incentive award that the Executive would have been entitled to receive in respect of the fiscal year in which the Executive's Termination Date occurs had he continued in employment until the end of such fiscal year, calculated as if all performance targets and goals (if applicable) had been fully met by the Company and by the Executive, within 30 as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of such termination which is 365 (ora "Pro Rata Bonus"). Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect. (b) If the Executive's employment by the Company shall be terminated (1) by the Company other than for Cause, if there is a dispute regarding such terminationdeath or Disability or (2) by the Executive for Good Reason, within 30 days of then the date such dispute is resolvedExecutive shall be entitled to the benefits provided below: (i) the following amounts, Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus; (ii) the Company shall pay the Executive as severance pay and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of terminationTermination Date, in a single payment an amount in cash equal the sum of (A) the Executive's Base Salary for the then-current fiscal year and (B) the "Severance PaymentBonus Amount" (as defined below). The term "Bonus Amount" shall mean (x) the amount of any Bonus or incentive compensation received by the Executive during the fiscal year immediately preceding the Termination Date or (y) if no Bonus was received by the Executive during the preceding fiscal year, then an amount equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive Executive's maximum Bonus which could be awarded for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described Termination Date occurs had he continued in this Section 6(a)(i) to employment until the end of the Term then in effect such fiscal year, assuming all performance targets and goals (the "Severance Period"if applicable) is less than two years or (ii) had been fully met by the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided Executive, as applicable, for in this Section 6 by seeking other employment or otherwise.such year; and

Compensation Upon Termination. (ia) If during the term of this Agreement (including any extensions thereof), the Executive's employment is terminated by the Company for Cause, by reason of the Executive's death or if the Executive gives written notice not to extend the term of this Agreement, the Company's sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to subsection 5(fSection 7(b) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) (collectively, "Accrued Compensation"), or provided, however, that if the Executive shall terminate his employment pursuant gives such written notice not to subsection 5(d)(i)extend, 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate pay the premiums provided for in all Company Benefit Plans on the same basis as the Company's executive employees Section 7(a)(1) through the end of the fiscal calendar year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on occurs. The Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid entitlement to any other benefits shall be determined in accordance with the Company's payroll practices for its executive employeesemployee benefit plans then in effect. (b) until If the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to by the Nonrenewal Date.Company other than for Cause or by the Executive for Good Reason, the Company's sole obligation hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) If Executive's employment terminates the Company shall continue to pay the Executive the Base Salary for any reason other than pursuant a period of one (1) year following the Termination Date; and (iii) the Company shall continue to subparagraph 5(f), 5(d)(i), 5(d)(iipay the premiums provided for in Section 7(a)(1) or 5(d)(iii), Executive shall receive compensation and benefits hereof through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iiic) Any sums due pursuant If the Executive's employment is terminated by the Company by reason of the Executive's Disability, the Company's sole obligation hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) the Company shall continue to pay the provisions Executive 100% of this subsection 6(a) the Base Salary for the first twelve months following the Termination Date, 80% of the Base Salary for the second twelve months following the Termination Date, and 60% of the Base Salary for the third twelve months following the Termination Date; provided, however, that such Base Salary shall be reduced by the amount of any sums payable benefits the Executive receives by reason of her Disability under the Company's relevant disability plan or plans; and (iii) if the Executive is disabled beyond thirty-six (36) months, the Company shall continue to pay the Executive pursuant 60% of Base Salary up to any severance or termination pay program maintained a maximum of $250,000 per year for the period of the Executive's Disability, as defined in the Company's relevant disability plans; provided, however, that such payments shall be reduced by the amount of any benefits the Executive receives by reason of her Disability under the Company's relevant disability plan or plans; and (iv) the Company shall continue to pay the premiums provided for in Section 7(a)(1) hereof through the end of the calendar year in which such termination occurs. (bd) If the Executive's employment is terminated by reason of the Company's written notice to the Executive of its decision not to extend the term of this Agreement as contemplated in Section 1 hereof, the Company's sole obligation hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) the Company shall continue to pay the Executive the Base Salary for a period of one (1) year following the expiration of such term; and (iii) the Company shall continue to pay the premiums provided for in Section 7(a)(1) hereof through the end of the calendar year in which the Executive's termination occurs. (e) During the period the Executive is receiving salary continuation pursuant to Section 10(b)(ii), 10(c)(ii) or 10(d)(ii) hereof, the Company shall, at its expense, provide to the Executive and the Executive's beneficiaries medical and dental benefits substantially similar in the aggregate to those provided to the Executive immediately prior to the date of the Executive's termination of employment; provided, however, that the Company's obligation with respect to the foregoing benefits shall be reduced to the extent that the Executive or the Executive's beneficiaries obtains any such benefits pursuant to a subsequent employer's benefit plans. (f) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 Agreement by seeking other employment or otherwiseotherwise and no such payment shall be offset or reduced by the amount of any compensation provided to the Executive in any subsequent employment.

Compensation Upon Termination. (ia) If Executive's Should the employment is of the Executive be terminated by the Company pursuant to under subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii(a) or 5(d)(iii)(c) of Section 8.01 of this Agreement, then the Company shall pay to Executivethe Executive (or his personal representative), within 30 days a sum equal to the aggregate amount of Salary that was paid to the Executive under this Agreement for the one-month period preceding such termination (or, if there is a dispute regarding such date of termination, within 30 days excluding any payments under Article V. (b) Should the employment of the date such dispute is resolvedExecutive be terminated under subsection (b) or (e) of Section 8.01 of this Agreement, the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent shall be paid his Salary up to the date of terminationtermination and any bonus compensation accrued but unpaid for any prior Employment Year, an which amount should be paid in a single sum payment. (c) Should the "Severance Payment"employment of the Executive be terminated under subsection (d) or (f) of Section 8.01 of this Agreement, the Company shall pay to the Executive, a sum equal to two (2) years’ Salary at the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been then-effective rate paid to Executive. (d) Should the employment of the Executive be terminated under subsection (a), (c), (d), or (f) of Section 8.01 of this Agreement, the Company shall pay to the Executive (or his personal representative) in addition to the Salary specified in subsection (a) or (c), as applicable, of this Section 8.02, any bonus compensation accrued but unpaid for any prior Employment Year. Except for a termination as a result of Executive’s death, no pro-rated portion of any bonus compensation for the current Employment Year shall be payable. In the event of death, Executive’s estate shall be eligible to receive a pro-rated bonus, subject to the terms of the bonus program. (e) If the Company provides notice under Section 1.02 of its intent not to renew without Cause, then the Executive shall receive one hundred percent (100%) of the amount determined under Section 8.02(c) provided, however, that the Executive must continue to work until the last day of the Employment Term, which amount should be paid in a single sum payment. (f) Payments to the Executive under this Section 8.02 shall be considered severance pay in consideration of the Executive’s past service and in consideration of his continued service from the date hereof. The Company may, at its discretion, withhold from such payments any federal, state, city, county, or other taxes. In the event of termination of the employment of the Executive for any reason described in Section 8.01 of this Agreement, the severance pay provided for by this Section 8.02 shall constitute the entire obligation of the Company to the end Executive in full settlement of any claim under law or in equity that the Executive might otherwise assert against the Company or any of its employees, officers, or directors on account of such termination, except for any compensation or other payments to which the Executive may be entitled to under any termination benefits or similar agreement then in effect between the Company and the Executive. (g) In order to receive any benefit under this Section 8.02, Executive must execute a Release Agreement in the form attached as Exhibit A. Such release must be executed within twenty one (21) days after Executive’s termination of employment and Executive shall have seven (7) days after such execution to revoke such release. (h) Notwithstanding any of the Term then in effectforegoing, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value)upon termination, and the Executive shall be entitled to continue to participate any accrued but unused vacation days in all accordance with Company Benefit Plans policy. (i) Any payments due under this section 8.02 shall be payable in a single sum payment, and should be paid on the same basis as 30th day following the Company's executive employees through Executive’s termination of employment; provided, however, with respect to the payment of any bonus for a prior Employment Year such bonus shall be payable on the later of the thirtieth (30th) day following the Executive’s termination of employment or the sixtieth (60th) day after the end of the fiscal year in which such termination occursprior Employment Year; provided, that if further, with respect to the payment of a bonus for the current Employment Year in the event of an Employee’s death, such bonus shall be payable on the sixtieth (A60th) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to day after the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Datecurrent Employment Year. (iij) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end For purposes of the calendar month in which termination occurs (or, if earlierthis Agreement, the end of term Employment Year shall mean the Term then in effect) and shall thereafter receive no other compensation or, except same as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company’s fiscal year which commences each January 1st and ends each December 31st. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. Upon termination of the Executive's employment within twenty-four (24) months following a Change in Control of the Corporation, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay to the Executive the following: (i) If Executive's employment is terminated The Corporation shall pay the Executive his full salary (whether such salary has been paid by the Company pursuant Corporation or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to subsection 5(f)which the Executive is entitled as of the Date of Termination under any plan or other arrangement of the Corporation, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(iiat the time such payments are due; (A) or 5(d)(iii), then the Company The Corporation shall pay to the Executive an amount equal to 1.5 multiplied by the Executive's annualized includable compensation for the base period, within 30 days the meaning of such termination (or, if there is a dispute regarding such termination, within 30 days Section 280G(d)(1) of the date such dispute is resolved) the following amountsInternal Revenue Code of 1986, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount as amended (the "Severance PaymentCode") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, however, that if (A) (i) the period from the date any of Executive's termination for reasons described in this Section 6(a)(i) such payment is or will be subject to the end excise tax imposed by Section 4999 of the Term then in effect Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the "Severance Period") is less than two years or (ii) the Company gives notice largest amount payable under Section 2 this paragraph that the term will would not be beyond subject in whole or in part to the last year Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the term then in effect (the last day of such term is Code. Such payment shall be referred to as the "Nonrenewal DateSeverance Payment.") and (B) In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive is not engaged in regular employment (whether as an employee or as a self-employed person) shall repay the excess to the Corporation at the end time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Corporation shall pay the Executive such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined. (C) In the event that the amount of the Severance Period Payment exceeds or at is less than the Nonrenewal Dateamount initially paid, then at such difference shall constitute a loan by the end of Corporation to the Severance PeriodExecutive, or on by the Nonrenewal Date Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate). (D) The amount of any payment provided for in this subparagraph (b) shall not be reduced, offset or subject to recovery by the Company Corporation or the Corporation's Successor by reason of any compensation earned by the Executive as the result of employment after the Date of Termination, or otherwise. (ii) The Corporation shall begin making additional monthly severance payments also pay to the Executive all legal fees and related expenses incurred by the Executive in connection with this Agreement, whether or not the Executive prevails ("Supplemental Severance Payments"including, without limitation, 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). (iii) to Executive (based on The Corporation shall maintain in full force and effect, for the Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) continued benefit until the earlier of (1A) if clause (A)(i) of this proviso applies, the second anniversary death of the date of such Executive; (B) the Executive's terminationcommencement of full-time employment with a new employer; or (C) twenty-four (24) months following the Operative Date, all life insurance, medical, health and accident, and disability plans, programs or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that arrangements in which the Executive finds regular employment, whether as an employee or as a self-employed personwas entitled to participate immediately prior to the Operative Date, provided that the Company may at any time, in Executive's continued participation is possible under the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time general terms and provisions of such election, Xxxxxxx Xxxxxx is plans and programs. In the Chief Executive Officer of event that the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment participation in any such plan or program is terminated prior barred, the Corporation shall arrange to provide the Nonrenewal DateExecutive with benefits substantially similar to those which the Executive is entitled to receive under such plans and programs. (iiiv) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 under the Agreement by seeking other employment or otherwise. It is specifically understood that any compensation the Executive receives from the Corporation or from any other person for services rendered prior to or after termination of employment, such as a payment under any deferred compensation plan maintained by the Corporation, will not reduce or offset the benefits to which he is entitled hereunder. (A) The Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, divisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Agreement to his devisee, legatee, or other designee or, if there be no such designee, to his estate.

Compensation Upon Termination. Upon termination of Executive's employment during the Employment Term, Executive shall be entitled to the following benefits: (ia) If Executive's employment is with the Company shall be terminated (i) by the Company pursuant to subsection 5(f)for Cause or Disability, or if (ii) by reason of Executive's death, or (iii) by Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then without "Good Reason," the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days Executive all amounts earned or accrued through the Termination Date but not paid as of the date such dispute is resolvedTermination Date, including all Annual Compensation, reimbursement for reasonable and necessary expenses incurred by Executive on behalf of the Company during the period ending on the Termination Date, vacation pay and sick leave (collectively "Accrued Compensation"). (b) If the following amountsExecutive's employment with the Company shall be terminated (other than by reason of death) (i) by the Company other than for Cause or Disability, or (ii) by Executive for Good Reason, Executive shall be entitled to the following: (i) The Company shall pay Executive all Accrued Compensation; (ii) The Company shall pay Executive as severance pay and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, Termination Date an amount in cash equal to (w) 2.99 times (x) the Executive's average Annual Compensation for the most recent five taxable years ending prior to the Change in Control times (y) a ratio, the numerator of which shall be the number of months in the Remaining Term (a partial month being considered a full month) and the denominator of which shall be the number of months in the Employment Term times (z) a ratio, the numerator of which shall be the number of months in the Employment Term and the denominator of which shall be 36 months; (iii) During the "Severance Payment"Remaining Term," the Company shall at its expense continue on behalf of Executive and his dependents and beneficiaries the Welfare Benefits or similar benefits no less favorable than the benefit levels and coverages provided in the Welfare Benefits; provided, however, that the Company's obligation with respect to the foregoing benefits shall be limited to the extent that Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide Executive hereunder so long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to Executive than the Welfare Benefits; (iv) Executive shall be entitled to an amount of credited service for vesting purposes under the Pension Equalization Plan equal to the aggregate salary payments (based on period of time in the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value)Remaining Term, and it shall be assumed for purposes of determining benefits under the Pension Equalization Plan, that Executive's employment continued during the Remaining Term at the compensation level provided for in Section 4 above. In addition, the Executive shall be entitled to continue a supplemental Pension Plan benefit, which shall be the excess, if any, of (x) the amount that Executive would have been entitled to participate in all Company Benefit Plans on receive under the same basis Pension Plan as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) Executive received additional credited service under the period from Pension Plan for the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Remaining Term then in effect (the "Severance Period") is less than two years or and (ii) the Company gives notice under Executive's Annual Compensation as defined in Section 2 that the term will not be beyond the last year of the term then 4 above remained in effect during the Remaining Term over (y) the last day of such term is referred to amount that Executive will actually receive under the Pension Plan. This supplemental benefit shall be determined using the same factors, actuarial or otherwise, as the "Nonrenewal Date") and (B) Executive is not engaged used in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on determining Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin Pension Plan benefit and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for at like terms and in like manner as the year in which such termination occursPension Plan benefit. This supplemental benefit is not payable unless and until the Executive receives Pension Plan benefits. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. Upon termination of the Executive's employment during the term of this Agreement (iincluding any extensions thereof), the Executive shall be entitled to the following benefits: (a) If the Executive's employment is terminated by the Company pursuant to subsection 5(ffor Cause or Disability or by the Executive (other than for Good Reason or a Limited Period Termination), or by reason of the Executive's death, the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, including (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) vacation pay, (iv) any bonuses or incentive compensation and (v) any previous compensation which the Executive has previously deferred (including any interest earned or credited thereon) (collectively, "Accrued Compensation"). In addition to the foregoing, if Executive shall terminate his the Executive's employment pursuant to subsection 5(d)(i)is terminated by the Company for Disability or by reason of the Executive's death, 5(d)(ii) or 5(d)(iii), then the Company shall pay to the Executive or his beneficiaries an amount equal to the annual bonus or incentive award that the Executive would have been entitled to receive in respect of the fiscal year in which the Executive's Termination Date occurs had he continued in employment until the end of such fiscal year, calculated as if all performance targets and goals (if applicable) had been fully met by the Company and by the Executive, within 30 as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of such termination which is 365 (ora "Pro Rata Bonus"). Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect. (b) If the Executive's employment by the Company shall be terminated (1) by the Company other than for Cause, if there is death or Disability, (2) by the Executive for Good Reason, or (3) by the Executive as a dispute regarding such terminationLimited Period Termination, within 30 days of then the date such dispute is resolvedExecutive shall be entitled to the benefits provided below: (i) the following amounts, Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus; (ii) the Company shall pay the Executive as severance pay and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of terminationTermination Date, in a single payment an amount (the "Severance Payment") in cash equal to three (3) times the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date sum of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the highest rate in effect at any time of termination, payable in arrears, pro rated for within the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employeesninety (90) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of day period ending on the date the Notice of such Executive's termination, Termination is given (or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated after a Change in Control, the Executive's Base Salary immediately prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month Change in which termination occurs (orControl, if earliergreater) and (B) the "Bonus Amount" (as defined below). Notwithstanding the foregoing, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall amount to be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.paid

Compensation Upon Termination. (ia) If Executive's Employee’s employment is terminated as a result of his Death or Disability, the Company shall pay to Employee, as applicable, the Base Fee through the date of the Death or through the date of termination notice due to disability plus any amounts owed to Employee hereunder that are accrued and unpaid. (b) If Employee’s employment is terminated by the Board of Directors of the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)for Cause, then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) Employee the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to Base Fee through the date of terminationhis termination and Employee shall have no further entitlement to any other compensation or benefits from the Company, an provided that the Compensation Committee shall determine what, if any, accrued but unpaid amount (the "Severance Payment") equal owed to the aggregate salary payments Employee shall be paid to the Employee. (based on c) If Employee’s employment is terminated by the Company (or its successor) upon the occurrence of a Change of Control, the Company (or its successor, as applicable) shall pay in one lump sum to Employee any amounts owed to Employee hereunder that are accrued and unpaid plus the Base Salary in effect on the termination date) Fee that would have been paid be earned through the the end of the Term. (d) If Employee’s employment is terminated by the Company other than as a result of Employee’s death or disability and other than for reasons specified in Sections 9(b) or (c), then the Company shall continue to Executive from pay to Employee the date Base Fee and benefits until the earlier to occur of termination to (1) the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided is one year following such termination; and shall pay in one lump sum any amounts owed to Employee hereunder that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of are accrued and unpaid on such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Dateearlier date. (iie) If Executive's employment terminates for any reason other than this Agreement is terminated pursuant to subparagraph 5(fSection 8(d), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive Company shall receive compensation continue to pay to Employee the Base Fee and benefits through until the end earlier to occur of the calendar month in which termination occurs (or, if earlier, 1) the end of the Term then in effectand (2) the date that is one year following such termination; and shall thereafter receive no other compensation or, except as required by law, pay in one lump sum any benefits of any kind whatsoever; it being understood amounts owed to Employee hereunder that no bonus shall be payable for the year in which are accrued and unpaid on such termination occursearlier date. (iiif) Any sums due pursuant Upon termination for any reason Company will pay Employee any expense reimbursement amounts owed through the date of termination. (g) This Section 9 sets forth the only obligations of the Company with respect to the termination of Employee’s employment with the Company, and Employee acknowledges that, upon the termination of its employment, it shall not be entitled to any payments or benefits which are not explicitly provided in Section 9. (h) The provisions of this subsection 6(a) Section 9 shall be reduced by survive any sums payable to Executive pursuant to any severance or termination pay program maintained by the Companyof this Agreement. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (i) A. If the Executive's employment is services are terminated by the Company pursuant to subsection 5(f)Paragraph 7B or 7C, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue his salary through his final date of active employment plus any accrued but unused current paid time off for which the Executive is eligible. The Executive shall also be entitled to participate in all Company Benefit Plans on any benefits mandated under the same basis as Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or required under the Company's executive employees through terms of any death, insurance, or retirement plan, program, or agreement provided by the end of Employer and to which the fiscal year Executive is a party or in which such the Executive is a participant, including, but not limited to, any short-term or long-term disability plan or program, if applicable. B. Except as otherwise provided in Xxxxxxxxx 0X, 0X or this Paragraph 8B, if the Executive's services are terminated pursuant to Paragraph 7A, 7D or 7E, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused current paid time off for which the Executive is eligible. The Executive also shall be entitled to a single sum payment payable within thirty (30) days after the Executive's termination occurs; provideddate and equal to one (1) times his Base Salary, plus one (1) times his annual target performance bonus as determined pursuant to the Employer's Performance Bonus Plan, provided (a) he signs an agreement acceptable to the Employer that if (A) (i) waives any rights the period from Executive may otherwise have against the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or Employer, (ii) releases the Company gives notice under Section 2 that Employer from actions, suits, claims, proceedings and demands related to the term will not be beyond period of employment and/or the last year termination of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") employment, and (Biii) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may contains certain other obligations which shall be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary set forth at the time of terminationthe termination (including, payable in arrearsbut not limited to, pro rated for a reaffirmation of the months in which such payments begin Executive's obligations under Paragraph 9 of this Agreement), and end and otherwise calculated and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid in accordance with to the Company's payroll practices for its executive employeesExecutive during the thirty (30) until the earlier of day or one (1) year written notice period, whichever is applicable, if clause the Executive performs no substantial services during such thirty (A)(i30) day or one (1) year written notice period. In addition, all options to purchase common stock of this proviso appliesthe Employer granted to the Executive pursuant to the Employer's Long-Term Incentive Plan shall immediately become Vested Shares as defined in any Stock Option Agreement(s) between the Employer and the Executive, and the second anniversary of Executive shall have one (1) year following the date of such Executive's termination, or if clause (A)(ii) termination to exercise any unexercised options held by him as of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.such

Compensation Upon Termination. (a) The following payments shall be made upon the Executive's termination of employment for any reason: (i) earned but unpaid Base Salary through the Executive's Date of Termination; (ii) any accrued but unpaid vacation; (iii) unreimbursed business expenses owed pursuant to Section 4(d)(iii); and (iv) any amounts payable under any of the Company's Benefit Plans in accordance with the terms of those plans. All amounts under clauses (i) through (iii) shall be paid in a lump sum on the Executive's Date of Termination or as soon as administratively practicable thereafter. (b) In the event the Executive's employment is terminated pursuant to Sections 5(a)(i) or 5(a)(ii), or by the Executive for any reason pursuant to Section 5(a)(iv), above, the Company shall have no further obligation to the Executive under this Agreement, other than the payments in Section 6(a). (c) If the Executive's employment is terminated by the parties pursuant to Section 5(a)(iii) above, the Executive shall be entitled to receive the compensation the parties specify in any written agreement that the Company and the Executive execute regarding the Executive's termination. (d) In addition to the payments made under Section 6(a), if the Executive's employment is terminated by the Company without Cause pursuant to subsection 5(f)Section 5(a)(iv) above, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executiveshall, within 30 days for a period of such termination nine (or9) months following the Date of Termination, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved(i) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments provide to Executive for periods subsequent to the date of terminationsalary continuation, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the at Executive's Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term rate then in effect, plus and (ii) continue the bonus that would have been payable to Executive for Executive's coverage under the bonus year Benefit Plans in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled participated immediately prior to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end Date of the fiscal year in which such termination occurs; Termination, provided, however, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will cannot be beyond the last year of the term then in effect (the last day of continue such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Datecoverage, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") provide or arrange to Executive (based on provide, at its expense, similar coverage to the Executive's Base Salary at . Notwithstanding the time of terminationforgoing, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term vacation days shall not be applicable if Executive's employment is terminated prior to accrue during the Nonrenewal Datenine (9) month period of severance. (iie) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise. (f) The obligations of the Company to make payments and provide benefits under this Section 6 shall survive the termination of this Agreement.

Compensation Upon Termination. (i) If Executive's employment In the event this Agreement is terminated by the Company pursuant to subsection 5(f)Section 8, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to ExecutiveEmployee his then current Base Salary, within 30 days prorated through the Employee's last day of employment with the Company (the "Termination Date") and solely those additional bonuses that had been declared or fully earned by Employee prior to such termination (or"Earned Bonuses"), but had not yet received Earned Bonuses, and any accrued vacation through the Termination Date pursuant to Section 6 (the "Termination Pay"). Except as set forth below, all employment compensation and benefits shall cease as of the Termination Date. In addition to the foregoing: (a) In the event that such termination arises under Section 8(a), Employee's estate shall be entitled to receive severance compensation equal to such amount of Employee's then current Base Salary as would have been over an additional thirty (30) day period; (b) Employee recognizes that this Agreement and Employee's employment with the Company may be terminated at any time by the Company prior to the Expiration Date "without cause" and nothing contained herein shall require that the Company continue to employ the Employee until the Expiration Date; notwithstanding the foregoing, if there prior to the Expiration Date of this Agreement or prior to its termination pursuant to Sections 8(a) - 8(d) or 8(f) hereof or this, this Agreement is a dispute regarding such terminationterminated pursuant to Section 8(e) above, within 30 days the Employee shall: (y) receive the greater of either: (i) his then current Base Salary through the Expiration Date of the date Agreement or (ii) six (6) months Base Salary when such dispute is resolved) payments would have otherwise been paid had Employee's employment with the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount Company continued (the "Severance PaymentSalary"); and (z) equal be entitled to continue to receive through the aggregate salary payments Expiration Date solely the health, dental, disability and life insurance benefits that Employee was receiving or participating in pursuant to Section 6 immediately prior to such termination, as though such termination had not occurred. If the Company is unable to continue such benefits, the Company shall obtain or reimburse Employee for all costs actually incurred by the Employee to obtain substantially equivalent benefits (based on the Base Salary in effect on the termination date) that "Severance Benefits"). The Severance Benefits shall be provided to Employee as and when such amounts or benefits would have been paid to Executive from Employee had such termination not occurred until the date first to occur of: (1) the Expiration Date, (2) Employee's Death, or (3) until such time as Employee obtains other employment which offers any of termination such benefits to its employees of similar stature with the Employee. In the event any comparable benefit obtained or available to the end of the Term then Employee in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") his new employment is less than two years or (ii) such Severance Benefits being provided pursuant to this Section 9, the Company gives notice under Section 2 that will provide for or pay the term will not be beyond monetary costs of obtaining such additional benefits necessary to provide substantially similar overall benefits. The Severance Salary and the last year of the term then in effect (the last day of such term is Severance Benefits are hereinafter collectively referred to as the "Nonrenewal DateSeverance Compensation". THE SEVERANCE COMPENSATION IN THIS SUBSECTION 9(b) and SHALL BE PAID OR MADE AVAILABLE TO EMPLOYEE AS LIQUIDATED DAMAGES FOR ALL CLAIMS EMPLOYEE WOULD HAVE WITH RESPECT TO: (Bi) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. THE TERMINATION OF THIS AGREEMENT OR THE TERMINATION OF EMPLOYEE'S EMPLOYMENT UPON THE EXPIRATION OF THIS AGREEMENT; (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. ANY COMPENSATION OR BENEFITS DUE EMPLOYEE FROM THE COMPANY PURSUANT TO THIS AGREEMENT AND (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.THE INJURY TO EMPLOYEE'S REPUTATION AS A RESULT OF ANY TERMINATION OF THIS AGREEMENT OR TERMINATION OF EMPLOYMENT UPON THE EXPIRATION OF THIS AGREEMENT. IN CONNECTION THEREWITH, THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE ACTUAL AMOUNT OF SUCH DAMAGES AND CLAIMS DUE EMPLOYEE WITH RESPECT THERETO AND THAT SUCH SEVERANCE COMPENSATION AND/OR TERMINATION PAY SHALL CONSTITUTE A REALISTIC AND REASONABLE VALUATION OF THE DAMAGES WITH RESPECT TO EMPLOYEE'S CLAIMS. __________ ____________

Compensation Upon Termination. (i) A. If the Executive's employment is ’s services are terminated by the Company pursuant to subsection 5(f)for any reason, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue his or her salary through his or her final date of active employment plus any accrued but unused vacation pay. The Executive also shall be entitled to participate any benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or required under the terms of any death, insurance, or retirement plan, program, or agreement provided by the Employer and to which the Executive is a party or in all Company Benefit Plans on which the same basis Executive is a participant, including, but not limited to, any short-term or long-term disability plan or program, if applicable. B. If the Executive’s services are terminated pursuant to Paragraph 6C or 6D other than within twelve (12) months years following a Change in Control Event (as defined in Xxxxxxxxx 0X xxxxx), and the Company's executive employees through Executive complies with the end release requirements set forth in Paragraph 7E, the Executive shall be entitled to receive, in addition to the payments and benefits set forth in Paragraph 7A, the following payments and benefits: (1) an amount equal to one hundred percent (100%) of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term ’s Base Salary then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, his or if clause (A)(ii) her termination of this proviso applies, the first anniversary of the Nonrenewal Date and employment; (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion pro rata portion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable Termination Bonus for the year in which the Executive’s employment is terminated, based on the number of entire months of such year that have elapsed through the date of the Executive’s termination occurs. of employment as a fraction of twelve (iii12); (3) Any sums due a cash payment of $50,000 for health and welfare benefits; and (4) notwithstanding any provision in the applicable award agreement(s) to the contrary, any non-vested restricted shares awarded pursuant to the provisions Xxxxxxxxx 0X of this subsection 6(a) Agreement, which shares would otherwise have vested based solely upon the lapse of time, shall immediately vest on the Executive’s last day of employment, and any non-vested restricted shares awarded pursuant to Xxxxxxxxx 0X of this Agreement, the restrictions on which shares would lapse based upon the failure to satisfy, as of the Executive’s last day of employment, the relevant performance conditions associated with such shares, shall be reduced by any sums payable forfeited. The term “Termination Bonus” shall mean an amount equal to Executive pursuant to any severance or termination pay program maintained by one hundred percent (100%) of the CompanyExecutive’s Base Salary then in effect. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (ia) If the Executive's ’s employment is terminated as a result of his death or Disability, the Company shall pay to the Executive or to the Executive’s estate, as applicable, his Base Salary and any accrued but unpaid Bonus and expense reimbursement amounts through the date of his Death or Disability. All Restricted Shares and Stock Options that are scheduled to vest on the next succeeding anniversary of the Effective Date shall be accelerated and deemed to have vested as of the termination date. All Restricted Shares and Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be forfeited to the Company as of such date. Stock Options that have vested as of the Executive’s termination shall remain exercisable for 90 days following such termination. (b) If the Executive’s employment is terminated by the Board of Directors of the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)for Cause, then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to his Base Salary through the date of termination, an amount (his termination and the "Severance Payment") equal Executive shall have no further entitlement to any other compensation or benefits from the aggregate salary payments (based on the Base Salary in effect on the termination date) Company. All Restricted Shares and Stock Options that would have been paid to Executive from not vested as of the date of termination shall be forfeited to the Company as of such date. Stock Options that have vested as of the Executive’s termination shall remain exercisable for 90 days following such termination. (c) If the Executive’s employment is terminated by the Company (or its successor) upon the occurrence of a Change of Control and on the date of termination pursuant to this Section 10(c) the fair market value of the Company’s Common Stock, in the aggregate, as determined in good faith by the Board on the date of such Change of Control, is less than $40,000,000, then the Company (or its successor, as applicable) shall continue to pay to the Executive his Base Salary and benefits for a period of six months following such termination as well as any expense reimbursement amounts owed through the date of termination All Restricted Shares and Stock Options that are scheduled to vest by the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. All Restricted Shares and Stock Options that have not vested (which or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall not be discounted forfeited to take into account present valuethe Company as of such date. Stock Options that have vested as of the Executive’s termination shall remain exercisable for 90 days following such termination. (d) If the Executive’s employment is terminated by the Company other than as a result of the Executive’s death or Disability and other than for reasons specified in Sections 10(b) or (c), then the Company shall (i) continue to pay to the Executive his Base Salary for a period of twelve months following such termination, (ii) pay the Executive any expense reimbursement amounts owed through the date of termination, and (iii) ) all Restricted Shares and Stock Options that are scheduled to vest during the Term shall be accelerated and deemed to have vested as of the termination date. The Company’s obligation under clauses (i) and (ii) in the preceding sentence shall be subject to offset by any amounts otherwise received by the Executive from any employment during the one year period following the termination of his employment. All Stock Options that are scheduled to vest during the Term shall be accelerated and deemed to have vested as of the termination date. Any Stock Options that have vested as of the date of the Executive’s termination shall remain exercisable for a period of 90 days. (e) This Section 10 sets forth the only obligations of the Company with respect to the termination of the Executive’s employment with the Company, and the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to continue any payments or benefits which are not explicitly provided in Section 10. (f) Upon termination of the Executive’s employment hereunder for any reason, the Executive shall be deemed to participate in all Company Benefit Plans on the same basis have resigned as director of the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to effective as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (iig) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the The provisions of this subsection 6(a) Section 10 shall be reduced by survive any sums payable to Executive pursuant to any severance or termination pay program maintained by the Companyof this Agreement. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (i) If Executive's ’s employment is terminated by with the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)ends for any reason, then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of to: (1) if clause Executive’s Base Salary through the Termination Date; (A)(i2) any Bonus payable to Executive under Section 5(b) of this proviso applies, Agreement; (3) benefits (including accrued vacation) as provided in Section 6 through the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date Termination Date; and (24) reimbursement of expenses incurred by Executive through the date that the Executive finds regular employment, whether Termination Date as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal DateSection 7. (ii) If the Company terminates Executive's ’s employment terminates for any reason other than pursuant without Cause, then, in addition to subparagraph 5(fthe compensation described in Section 8(c)(i), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive the Company shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable continue to pay Executive’s Base Salary for the year in which such termination occursperiod starting on the first day after the Termination Date and ending nine months after the Termination Date. (iii) Any sums due pursuant The payments described in the preceding sentences are referred to in this Agreement as the “Severance Payments,” and the applicable period of time in which the Severance Payments are to be paid is referred to in this Agreement as the “Severance Period.” All Severance Payments shall be payable in accordance with the Company’s ordinary payroll practices, but in no event less frequently than monthly. Notwithstanding any provision to the provisions contrary herein, and without limitation of any remedies to which the Company may be entitled (including under this subsection 6(aAgreement or applicable law) and except for termination by reason of Executive’s death: (1) the Company shall not be required to make any Severance Payments unless and until Executive signs and delivers to the Company a Release and the statutory period (if any) during which such Release can be revoked expires, provided that if any Severance Payment constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 10(m) hereof), any such payment scheduled to occur during the first 60 days following the Termination Date shall not be paid until the 60th day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; (2) Severance Payments shall be reduced by the gross amount of any sums payable compensation paid to Executive pursuant to any severance or termination pay program maintained by disability insurance policy of the Company. Company during the Severance Period; (b3) Executive shall not be required entitled to mitigate Severance Payments if, at the amount time that Executive’s employment is terminated, grounds existed for the termination of Executive’s employment for Cause; and (4) Executive shall not be entitled to any payment provided for Severance Payments with respect to any portion of the Severance Period during which Executive is violating any of Executive’s obligations under the Proprietary Information, Invention Assignment, and Restrictive Covenant Agreement. “Release” means a written release, in this Section 6 by seeking other form and substance reasonably satisfactory to the Company, whereby Executive waives and releases the Company and its affiliates and related parties from any and all claims that Executive may have against them (including claims in connection with Executive’s employment or otherwisethe termination thereof), provided that the Release will not apply to the Company’s obligation, if any, to make Severance Payments (as defined herein), or obligations under any equity compensation agreement that is not terminated on the Termination Date.

Compensation Upon Termination. (ia) If during the term of this Agreement (including any extensions thereof), the Executive's employment is terminated by the Company for Cause, by reason of the Executive's death or if the Executive gives written notice not to extend the term of this Agreement, the Company's sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to subsection 5(fSection 7(b) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) (collectively, "Accrued Compensation"), or provided, however, that if the -------- ------- Executive shall terminate his employment pursuant gives such written notice not to subsection 5(d)(i)extend, 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate pay the premiums provided for in all Company Benefit Plans on the same basis as the Company's executive employees Section 7(a)(1) through the end of the fiscal calendar year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on occurs. The Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid entitlement to any other benefits shall be determined in accordance with the Company's payroll practices for its executive employeesemployee benefit plans then in effect. (b) until If the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to by the Nonrenewal Date.Company other than for Cause or by the Executive for Good Reason, the Company's sole obligation hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) If Executive's employment terminates the Company shall continue to pay the Executive the Base Salary for any reason other than pursuant a period of one (1) year following the Termination Date; and (iii) the Company shall continue to subparagraph 5(f), 5(d)(i), 5(d)(iipay the premiums provided for in Section 7(a)(1) or 5(d)(iii), Executive shall receive compensation and benefits hereof through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iiic) Any sums due pursuant If the Executive's employment is terminated by the Company by reason of the Executive's Disability, the Company's sole obligation hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) the Company shall continue to pay the provisions Executive 100% of this subsection 6(a) the Base Salary for the first twelve months following the Termination Date, 80% of the Base Salary for the second twelve months following the Termination Date, and 60% of the Base Salary for the third twelve months following the Termination Date; provided, however, that such -------- ------- Base Salary shall be reduced by the amount of any sums payable benefits the Executive receives by reason of his Disability under the Company's relevant disability plan or plans; and (iii) if the Executive is disabled beyond thirty-six (36) months, the Company shall continue to pay the Executive pursuant 60% of Base Salary up to any severance or termination pay program maintained a maximum of $250,000 per year for the period of the Executive's Disability, as defined in the Company's relevant disability plans; provided, however, that such payments shall be reduced by the ----------------- amount of any benefits the Executive receives by reason of his Disability under the Company's relevant disability plan or plans; and (iv) the Company shall continue to pay the premiums provided for in Section 7(a)(1) hereof through the end of the calendar year in which such termination occurs. (bd) If the Executive's employment is terminated by reason of the Company's written notice to the Executive of its decision not to extend the term of this Agreement as contemplated in Section 1 hereof, the Company's sole obligation hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) the Company shall continue to pay the Executive the Base Salary for a period of one (1) year following the expiration of such term; and (iii) the Company shall continue to pay the premiums provided for in Section 7(a)(1) hereof through the end of the calendar year in which the Executive's termination occurs. (e) During the period the Executive is receiving salary continuation pursuant to Section 10(b)(ii), 10(c)(ii) or 10(d)(ii) hereof, the Company shall, at its expense, provide to the Executive and the Executive's beneficiaries medical and dental benefits substantially similar in the aggregate to those provided to the Executive immediately prior to the date of the Executive's termination of employment; provided, however, that the Company's -------- ------- obligation with respect to the foregoing benefits shall be reduced to the extent that the Executive or the Executive's beneficiaries obtains any such benefits pursuant to a subsequent employer's benefit plans. (f) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 Agreement by seeking other employment or otherwiseotherwise and no such payment shall be offset or reduced by the amount of any compensation provided to the Executive in any subsequent employment.

Compensation Upon Termination. (ia) If the Executive's ’s employment is terminated by the Company pursuant for Disability or Cause or by the Executive for other than Good Reason, the Company shall have no obligation to subsection 5(f)pay any compensation to the Executive under this Agreement in respect of periods beginning on and after the Termination Date, but this Agreement shall have no effect on any other obligation the Company may have to pay the Executive compensation to which he may otherwise be entitled. (b) If the Company terminates the Executive’s employment other than for Disability or Cause, or if the Executive shall terminate terminates his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)for Good Reason, then the Company shall pay to the Executive as severance pay ratably (or as otherwise provided under subsection (f) or (j) below) over the 12-month period commencing on the Executive, within 30 days ’s Termination Date (provided that Executive has delivered and has not revoked an executed release of claims in the form attached hereto as Exhibit A (as such termination (or, if there release is a dispute regarding such termination, within 30 days of the date such dispute is resolvedupdated from time to time to reflect legal requirements) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate product of two (2) times the sum of: (i) his annual base salary payments (based on at the Base Salary rate in effect on the termination datedate hereof plus any increases therein subsequent thereto, plus (ii) his target annual bonus under the Annual Executive Incentive Compensation Plan in effect in the calendar year in which the Termination Date occurs, plus (iii) the amount that would have been paid required to be allocated to the Executive’s account (assuming that he elected the maximum employee contribution) for the year immediately preceding the year in which the Termination Date occurs under the Acushnet Company Retirement Savings Plan, including the Company 401(k) matching contributions, and the Company contributions under the Supplemental Plan. (c) If the Company terminates the Executive’s employment other than for Disability or Cause, or if the Executive terminates his employment for Good Reason, and if Executive has delivered and has not revoked an executed release of claims in the form attached hereto as Exhibit A (as such release is updated from time to time to reflect legal requirements), the date Company shall maintain in full force and effect, for the Executive’s continued benefit for a two (2) year period after the Termination Date, all employee life, health, accident, disability, and medical plan coverage in which he was participating immediately prior to the Termination Date, provided that his continued participation is possible under the terms and provisions of termination such plans. With respect to health coverage (medical, dental and vision), Executive shall be required to pay the applicable active employee rate of coverage for similar coverage, and such coverage shall run concurrent with coverage required to be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If health coverage is required to be provided under this Section 2(c) beyond the end of the Term applicable COBRA period, Executive may be taxed on the value of the Company-provided premium. No other welfare or fringe benefits shall be provided except as specifically provided in this Section. (d) If the Company terminates the Executive’s employment other than for Disability or Cause, or if the Executive terminates his employment for Good Reason, and if the Executive has delivered and has not revoked an executed release of claims in the form attached hereto as Exhibit A (as such release is updated from time to time to reflect legal requirements), then in effectaddition to the retirement benefits to which the Executive is entitled under the Retirement Plan, plus the bonus pension provisions of the Supplemental Plan and any other defined benefit pension plan maintained by the Company or any affiliate, and any other program, practice or arrangement of the Company or any affiliate to provide the Executive with a defined pension benefit after termination of employment, and any successor plans thereto (all such plans being collectively referred to herein as the “Pension Plans”), the Company shall pay the Executive, at the same time that pension benefits are paid under the Supplemental Plan, an amount equal to the excess of (i) over (ii) below where: (i) equals the sum of the aggregate monthly amounts of pension payments (determined as a straight life annuity) to which the Executive would have been payable to Executive for entitled under the bonus year terms of each of the Pension Plans in which such termination occurs he was an active participant as of the Termination Date determined as if he were fully vested thereunder and had accumulated two (2) additional years of Service thereunder (subsequent to his Termination Date) at his rate of Earnings in effect on the Termination Date, and where; (ii) equals the sum of the aggregate monthly amounts of pension payments (determined as a straight life annuity) to which shall not be discounted to take into account present valuethe Executive is entitled under the terms of each of the Pension Plans in which he was an active participant at the date hereof or subsequently. For purposes of clause (i), the amounts payable pursuant to Sections 2(b)(i) and (ii) shall be considered as part of the Executive’s Earnings and such amounts shall be deemed to represent two (2) years of Earnings for purposes of determining his highest consecutive five year average rate of Earnings. The supplemental pension benefits determined under this Section 2(d) shall be payable by the Company to the Executive and his contingent annuitant, if any, or to the Executive’s surviving spouse as a spouse’s benefit if the Executive dies prior to commencement of benefits under this Agreement, in the same manner and for as long as his pension benefits under the Supplemental Plan and shall be adjusted actuarially to reflect payment in a form other than a straight life annuity. Benefits which commence prior to the age at which benefits may be paid without actuarial reduction for early payment under the Retirement Plan shall be actuarially reduced to reflect early commencement to the extent, if any, provided in the Retirement Plan as if the Executive’s Termination Date were an Early Retirement Date. In the event that an employee grantor trust (“Grantor Trust”) has been established among the Company, the Executive and a Trustee, the Company shall provide the additional pension benefits payable under this Section 2(d) in the same manner as Supplemental Plan benefits are provided after termination of employment to executives with Grantor Trusts and shall be calculated using the same assumptions as used to provide Supplemental Plan benefits. All capitalized terms used in this Section 2(d) shall have the same meaning as in the Retirement Plan as in effect on the date hereof, unless otherwise defined herein or otherwise required by the context. (e) If the Company terminates the Executive’s employment other than for Disability or Cause, or the Executive terminates his employment for Good Reason, and if Executive has delivered and has not revoked an executed release of claims in the form attached hereto as Exhibit A (as such release is updated from time to time to reflect legal requirements), the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis following as the Company's executive employees incentive compensation through the end of the fiscal year in which such termination occurs; provided, that if (A) Termination Date: (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end unpaid portion of the Term then amount awarded to him as incentive compensation under the Annual Executive Incentive Compensation Plan for the calendar year immediately preceding the year in effect (which the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal DateTermination Date occurs, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary payable at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date.annual incentive awards are normally paid; and (ii) If Executive's employment terminates incentive compensation under the Annual Executive Incentive Compensation Plan for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination the Termination Date occurs. , payable at the time annual incentive awards for that year are normally paid (iii) Any sums due pursuant but subject to the provisions Section 2(f)), based on actual performance of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (bf) If the Executive is a “specified employee” of the Company (as defined in the Supplemental Plan), amounts that would otherwise have been paid to the Executive under the foregoing provisions of this Section 2 (except paragraph (c)) during the six (6)-month period immediately following the Termination Date shall be paid on the first regular payroll date immediately following the six (6)-month anniversary of the Termination Date. (g) If the Company terminates Executive’s employment other than for Disability or Cause or if the Executive terminates his employment for Good Reason and a dispute exists concerning the termination as set forth in subsection (e) of Section 1, the Company shall continue to pay Executive’s full base salary through the date finally determined to be the Termination Date as provided in subsection (e) of Section 1. (h) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 2 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 2 be reduced by any compensation earned by the Executive as the result of employment by another employer after the Termination Date or by any other compensation. (i) Subject to Section 2(j), this Agreement and the obligations of the Company under it shall not be in derogation of any other obligations of the Company not set forth herein to pay any compensation or to pay or provide any benefit to the Executive. (j) Notwithstanding any other provision of this Agreement, (i) if the Executive is entitled to severance pay benefits both under this Agreement and under the Change in Control Agreement, severance pay benefits shall be paid under this Agreement as follows: (A) if the Executive’s Termination Date occurs within two (2) years following the change in control, the severance pay benefit determined under Section 2(b) shall be paid in a lump sum on the first regular payroll date immediately following the six (6)-month anniversary of the Termination Date; and (B) if the Executive’s Termination Date occurs more than two (2) years following the change in control, the severance pay benefit determined under this Agreement shall be paid as specified in Sections 2(b) and (f); and (ii) no benefits shall be provided to the Executive under the Company’s severance pay program covering salaried or executive employees.

Compensation Upon Termination. (a) In the event of the termination of the Employee's employment as a result of the Employee's death, the Company shall (i) If Executivepay to the Employee's estate his Base Salary, all portions of the Performance Bonus and/or Discretionary Bonus earned and/or granted as of such date of death, and (ii) for the shorter of one (1) year following his death or the balance of the Term (as if such termination had not occurred) provide continuation coverage to the members of the Employee's family under all major medical and other health, accident, life or other disability plans and programs in which such family members participated immediately prior to his death. (b) In the event of the termination of the Employee's employment by the Company for Cause or by the Employee for any reason, the Company shall pay to the Employee his Base Salary through the date of his termination and the Employee's entitlement to any other compensation or benefits shall be determined in accordance with the Company's plans, policies and practices as in effect from time to time. (c) In the event of the termination of the Employee's employment by the Company due to Disability, the Company shall pay to the Employee his Base Salary, all portions of the Performance Bonus and/or Discretionary Bonus earned and/or granted through the date of his termination. In addition, for the shorter of one (1) year following any such termination or the balance of the Term (as if such termination had not occurred), the Company shall (i) continue to pay the Employee the Base Salary in effect at the time of such termination less the amount, if any, then payable to the Employee under any disability benefits of the Company and (ii) provide the Employee continuation coverage under all major medical and other health, accident, life or other disability plans and programs in which the Employee participated immediately prior to such termination, to the extent that such benefits continue to be made available to active employees of the Company. (d) In the event that the Employee's employment is terminated by the Company pursuant to subsection 5(f)other than for Cause or Disability, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days (i) for a period of one (1) year following any such termination (or, if there is a dispute regarding such termination, within 30 days of continue to pay the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on Employee the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such electiontermination, Xxxxxxx Xxxxxx is (ii) pay at such termination date all portions of the Chief Executive Officer Performance Bonus and/or Discretionary Bonus earned and/or granted as of such termination date, and (iii) provide continuation coverage under all accident, life or other disability plans and programs in which the Employee participated immediately prior to such termination for a period of one (1) year following any such termination, to the extent such benefits continue to be made available to active employees of the Company. If Xxxxxxx Xxxxxx is The continuation of Base Salary provided for in clause (i) of the preceding sentence shall not then Chief Executive Officerbe reduced by any compensation or other income that the Employee may earn from subsequent employment or otherwise. (e) The continuation coverage under any major medical and other health, such election accident, life or other disability plans and programs for the periods provided in Sections 6(a), 6(c) and 6(d) shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have provided (i) at the power to vote or direct the voting of, shares of the capital stock expense of the Company sufficient to elect a majority and (ii) in satisfaction of the Company's Board of Directors. The provision in clause (A)(ii) obligation under Section 4980B of the foregoing proviso relating Code (and any similar state law) with respect to continuing payments after the Nonrenewal Date on account period of time such benefits are continued hereunder. Notwithstanding anything to the contrary contained herein, the Company's failure obligation to extend provide such continuation coverage under Sections 6(a), 6(c) or 6(d) shall cease immediately upon the Term date any covered individual becomes eligible for similar benefits under the plans or policies of another employer. (f) This Section 6 sets forth the only obligations of the Company with respect to the termination of the Employee's employment with the Company and the Employee acknowledges that upon his termination of employment he shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant entitled to any severance payments or termination pay program maintained by the Companybenefits which are not explicitly provided herein. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (i) If Executive's employment is terminated by In the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 event that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's ’s employment terminates for any reason other than pursuant to subparagraph 5(f)section 7, 5(d)(i)the provisions of this Section 8 shall determine the Executive’s entitlement to compensation and benefits in connection with and subsequent to such termination. (a) If (i) the Company terminates the employment of the Executive for Cause or (ii) the Executive terminates his employment without Good Reason, 5(d)(ii) or 5(d)(iii)the Company shall pay to the Executive, Executive shall receive compensation within 30 days after the Date of Termination, all accrued Base Salary and benefits through the end Date of Termination (the “Accrued Benefits”) and within a reasonable period as determined by the Compensation Committee and/or as is administratively practical any Annual Incentive earned in respect of the calendar month in which termination occurs (or, if earlier, the end previous completed fiscal year but not paid as of the Term then in effect) and Date of Termination. The Company shall thereafter receive have no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant further obligations to the provisions Executive after the Date of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the CompanyTermination. (b) Executive If the Executive’s employment terminates due to his death or disability, the Company shall pay to the Executive, or his legal representative or estate, as the case may be, within 30 days after the Date of Termination the following: (i) Upon his death, the Company shall either pay the spouse or his dependent children or other dependents, in aggregate, provide for or take such actions necessary to ensure the following: (v) 6 months Base Salary (reduced, in the case of termination by reason of disability, by any amounts paid pursuant to section 8 (b) (ii) hereof); (w) a bonus equal to 50% of the annual target rate of bonus in the year of the Date of Termination; (x) take actions necessary such that all Options or Shares granted to the Employee under the Plans which remain unvested shall immediately vest; (y) a pro rata bonus for the fiscal year in which the Date of Termination occurs based on the Average Incentive amount and the number of days elapsed in the current fiscal year as of the Date of Termination. (ii) If the Company terminates the employment of the Employee by reason of disability, the Company shall: (v) pay to the Employee, not be required to mitigate less frequently than monthly, the amount of any payment provided difference between the level of long-term disability benefits required to be maintained under the Benefit Plans (the “Maximum Monthly Benefit” as defined in the US Benefit Plans), and the amount actually paid in satisfaction of such benefits by insurance, for so long as the Employee remains disabled and therefore entitled to such benefits; (w) take actions necessary such that all Options or Shares granted to the Employee under the Plans which remain unvested shall immediately vest; (x) pay a pro rata bonus for the fiscal year in which the Date of Termination occurs, based on the Average Incentive amount and the number of days elapsed in the current fiscal year as of the Date of Termination; and (y) following the Date of Termination pursuant to this Section 6 by seeking other employment or otherwise8(b) (ii), ensure that the Employee’s Health Coverage under the Benefit Plans as described in Schedule I shall continue to be provided at the Company’s expense.

Compensation Upon Termination. (i) If Executive's employment is terminated by Subject to Section 8, in the Company event that the Executive becomes entitled to payments or benefits pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)Section 3, then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of or provide the date such dispute is resolved) Executive with the following amounts, payments and benefits in lieu of any further salary other termination, change in control, separation, severance or similar benefits under the Employment Agreement or under any other compensation arrangement with the Employer. The amounts hereunder shall reduce and bonus or other incentive compensation payments to Executive for periods subsequent to the date be in full satisfaction of any statutory entitlement (including notice of termination, an amount termination pay and/or severance pay) of the Executive upon a termination of employment. (a) Subject to a potential delayed commencement pursuant to Sections 4(d) below, and subject to Section 23(e) below, the "Severance Payment") equal Company shall pay to the aggregate salary payments Executive: (based on the i) any unpaid Base Salary in effect on the termination date) that date it would have been paid had Executive continue employment; (ii) any Bonus earned but unpaid with respect to Executive from the fiscal year ending on or preceding the Date of Termination on the date it would have been paid if the Executive continued employment; (iii) reimbursement for any unreimbursed expenses incurred through the Date of termination to Termination, which shall be made in no event later than the end of the Term then in effect, plus calendar year following the bonus that would have been payable to Executive for the bonus calendar year in which such termination occurs the expenses are incurred; (which shall not be discounted to take into account present value), and iv) a pro-rata portion of the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of Executive’s bonus for the fiscal year in which the Date of Termination occurs based on results for the plan year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination occursthat the Executive is employed by the Company and the denominator of which is 365), payable when it would have been paid if the Executive continued employment; provided(v) any accrued but unused vacation time in accordance with Company policy; and (vi) any benefits or rights to equity interests in accordance with applicable plans and grants (other than severance arrangements) (collectively, that if (A) items (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(ithrough (vi) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not shall be beyond the last year of the term then in effect (the last day of such term is hereafter referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f“Accrued Benefits”), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Subject to a potential delayed commencement pursuant to Section 4(d) below, and at the time period specified in Section 9 (regarding release of claims), a lump sum cash payment equal to two times the sum of the Executive’s Base Salary and Bonus is made, with the multiple of Base Salary paid as provided in Section 9 and the multiple of Bonus subject to Section 9 but paid six months and one day after the termination of employment; provided, however, that if a Change in Control occurs and such Change in Control is not a 409A Change in Control, or the termination occurs prior to the Change in Control and is covered by Section 3 hereof, then the two times Base Salary in the above clause shall be paid in 24 equal monthly installments (based on the Date of Termination and Section 9) and the two times Bonus shall be paid in a lump sum. (c) Subject Section 4(d) and Section 9, with respect to all health plans covering the Executive, including medical, dental and prescription drug coverage if the Executive pays the applicable COBRA premium for the Executive and dependents, then for a period extending to the earliest of (i) the expiration of the COBRA period, (ii) two years after the Date of Termination, or (iii) if the Executive becomes eligible under the medical plan of a future employer, the Company shall pay the Executive an amount equal to such premiums less the amount of co-payment required for other senior executives for such period (subject to the delayed payment requirements for the first six months pursuant to Section 4(d), and amounts for such first six months payable in lump sum six months and one day after the termination). (d) If the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit (whether under this Section 4, pursuant to other provisions of this Agreement or otherwise) that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall not be required paid (or commence) earlier than the date that is six months following the termination of employment or the Executive’s earlier death. Upon the expiration of the six month period or on the Executive’s earlier death, all payments and benefits delayed pursuant to mitigate the amount of any payment provided for in this Section 6 by seeking other employment 4(d) (whether they would have otherwise been payable in a single sum or otherwisein installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

Compensation Upon Termination. (i) A. If the Executive's ’s employment is terminated by the Company pursuant to subsection 5(f)Paragraph 7A, 7B, or if Executive shall terminate his employment pursuant to subsection 5(d)(i)7E, 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue his salary through his final date of active employment plus any accrued but unused current paid time off for which the Executive is eligible. The Executive shall also be entitled to participate in all Company Benefit Plans on any benefits mandated under the same basis as Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or required under the Company's executive employees through terms of any death, insurance, or retirement plan, program, or agreement provided by the end of Employer and to which the fiscal year Executive is a party or in which such the Executive is a participant, including, but not limited to, any short-term or long-term disability plan or program, if applicable. B. Except as otherwise provided in Xxxxxxxxx 0X, 0X or this Paragraph 8B, if the Executive’s employment is terminated pursuant to Paragraph 7C or 7D, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused current paid time off for which the Executive is eligible. The Executive also shall be entitled to a single sum payment payable within thirty (30) days after the Executive’s termination occurs; provideddate and equal to one (1) times his Base Salary, plus one (1) times his annual target performance bonus as determined pursuant to the Employer’s Performance Bonus Plan, provided (a) he signs an agreement acceptable to the Employer that if (A) (i) waives any rights the period from Executive may otherwise have against the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or Employer, (ii) releases the Company gives notice under Section 2 that Employer from actions, suits, claims, proceedings and demands related to the term will not be beyond period of employment and/or the last year termination of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") employment, and (Biii) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may contains certain other obligations which shall be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary set forth at the time of terminationthe termination (including, payable in arrearsbut not limited to, pro rated for a reaffirmation of the months in which such payments begin Executive’s obligations under Paragraph 9 of this Agreement), and end and otherwise calculated and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid in accordance with to the Company's payroll practices for its executive employeesExecutive during the thirty (30) until the earlier of day or one (1) year written notice period, whichever is applicable, if clause the Executive performs no substantial services during such thirty (A)(i30) day or one (1) year written notice period. In addition, all options to purchase common stock of this proviso appliesthe Employer granted to the Executive pursuant to the Employer’s Long-Term Incentive Plan shall immediately become Vested Shares as defined in any Stock Option Agreement(s) between the Employer and the Executive, and the second anniversary of Executive shall have one (1) year following the date of termination to exercise any unexercised options held by him as of such Executive's termination, or if clause date. The Employer shall also pay for up to six (A)(ii6) months of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that outplacement services for the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, until the end of Executive obtains full-time employment), to be provided by an outplacement service provider selected by the Term then in effect) and Employer. Additionally, the Executive shall thereafter receive no other compensation or, except as required by law, be entitled to any benefits mandated under COBRA or required under the terms of any kind whatsoeverdeath, insurance, or retirement plan, program, or agreement provided by the Employer and to which the Executive is a party or in which the Executive is a participant. If the Executive elects COBRA continuation coverage for himself and/or his dependents, the Employer shall pay for such coverage for so long as the Executive is eligible for COBRA continuation coverage; it being understood provided however, that no bonus nothing herein shall be payable for construed to extend the year in period of time mandated by statute over which such termination occursCOBRA continuation may otherwise be provided to the Executive and/or his dependents. C. If the Executive’s employment is terminated pursuant to Xxxxxxxxx 0X or 7D at any time during the twenty-four (24) month period following a Change in Control, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused current paid time off for which the Executive is eligible. In lieu of any entitlements under Paragraph 8B, the Executive shall be entitled to a single sum payment payable within thirty (30) days after the Executive’s termination date and equal to two (2) times his Base Salary, plus two (2) times his annual target performance bonus as determined pursuant to the Employer’s Performance Bonus Plan, provided (a) he signs an agreement acceptable to the Employer that (i) waives any rights the Executive may otherwise have against the Employer, (ii) releases the Employer from actions, suits, claims, proceedings and demands related to the period of employment and/or the termination of employment, and (iii) Any sums due contains certain other obligations which shall be set forth at the time of the termination (including, but not limited to, a reaffirmation of the Executive’s obligations under Paragraph 9 of this Agreement), and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid to the Executive during the thirty (30) day or one (1) year written notice period, whichever is applicable, if the Executive performs no substantial services during such thirty (30) day or one (1) year written notice period. In addition, all options to purchase common stock of the Employer granted to the Executive pursuant to the provisions Employer’s Long-Term Incentive Plan shall immediately become Vested Shares as defined in any Stock Option Agreement(s) between the Employer and the Executive, and the Executive shall have one (1) year following the date of this subsection 6(atermination to exercise any unexercised options held by him as of such date. The Employer shall also pay for up to six (6) months of outplacement services for the Executive (or, if earlier, until the Executive obtains full-time employment), to be provided by an outplacement service provider selected by the Employer. Additionally, the Executive shall be reduced by any sums payable to Executive pursuant entitled to any severance benefits mandated under COBRA or termination pay program maintained required under the terms of any death, insurance, or retirement plan, program, or agreement provided by the CompanyEmployer and to which the Executive is a party or in which the Executive is a participant. If the Executive elects COBRA continuation coverage for himself and/or his dependents, the Employer shall pay for such coverage for so long as the Executive is eligible for COBRA continuation coverage; provided however, that nothing herein shall be construed to extend the period of time mandated by statute over which such COBRA continuation may otherwise be provided to the Executive and/or his dependents. D. If a “change in control” shall occur (bas defined in Section 280G(b)(2)(a)(i) of the Code), and a determination is made by legislation, regulation, ruling directed to the Executive shall not be required to mitigate or the Employer, or court decision, that the aggregate amount of any payment made to the Executive hereunder, or pursuant to any plan, program, or policy of the Employer in connection with, on account of, or as a result of, such change in control constitutes “excess parachute payments” under the Code that are subject to the excise tax provisions of Section 4999 of the Code, or any successor sections thereof, the Executive shall be entitled to receive from the Employer, in addition to any other amounts payable hereunder, an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return), including, without limitation, any income taxes (and any interest and penalties imposed thereon) and any excise tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the excise tax imposed; provided, however, if the aggregate amount of payments to the Executive, without regard to the Gross-Up Payment, does not exceed one hundred ten percent (110%) of the maximum amount that the Executive could receive without regard to the payments being subject to the excise tax provisions of Section 4999 of the Code (the “Tax Limit”), then (i) no Gross-Up Payment shall be made hereunder, and (ii) the payments shall be reduced to the Tax Limit. All determinations required to be made under this Paragraph 8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by the Employer and reasonably acceptable to the Executive which is one of the five largest accounting firms in the United States (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Employer and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been an excess parachute payment, or such earlier time as is requested by the Employer. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. Any Gross-Up Payment, as determined pursuant to this Paragraph 8 shall be paid by the Employer to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Employer should have been made (“Underpayment”) consistent with the calculations required to be made hereunder. In the event that the Employer exhausts its remedies hereunder and the Executive thereafter is required to make a payment of any excise tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Employer to or for the benefit of the Executive. The Executive shall notify the Employer in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Employer of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Employer notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (1) give the Employer any information reasonably requested by the Employer relating to such claim; (2) take such action in connection with contesting such claim as the Employer shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Employer; (3) cooperate with the Employer in good faith in order effectively to contest such claim; and (4) permit the Employer to participate in any proceedings relating to such claim; provided, however, that the Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any excise tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provision of this Paragraph 8D, the Employer shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Employer shall determine. Notwithstanding anything herein to the contrary, if, after the receipt by the Executive of an amount advanced by the Employer pursuant to this Paragraph 8D, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Employer’s substantial compliance with the requirements of this Paragraph 8D) promptly pay to the Employer the amount of such refund plus interest at an annual rate equal to the Applicable Federal Rate provided for in this Section 6 by seeking other employment or otherwise1274(d) of the Code from the date the Gross-Up Payment was paid to the Executive until the date of the repayment to the Employer.

Compensation Upon Termination. (ia) If Executive's Upon termination of employment is terminated by the Company pursuant to subsection 5(f)either party for any reason whatsoever, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive Employee shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees receive his Base Salary, minus applicable withholdings required by law or authorized by Employee, and reimbursement of any accrued, unpaid and appropriately documented business expenses through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Termination Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive In addition, if during the Term of this Agreement, Employee’s employment with the Company is terminated within six (6) months after a Change in Control, either by the Company without Cause (and other than due to death or Disability) or by Employee for Good Reason, and (1) such termination results in Employee incurring a “separation from service” as defined under Treasury Regulation 1.409A-1(h); (2) Employee has not breached this Agreement, the Confidentiality and Assignment of Inventions Agreement; and (3) conditioned upon Employee’s execution of an Effective Release, Employee shall be entitled to, in lieu of any other separation payment or severance benefit: (i) Payment of an amount equal to six (6) months of his Base Salary, minus applicable withholdings required by law or authorized by Employee, to be paid pursuant to the Company’s standard payroll practices and procedures, beginning on the Company’s next regular pay day occurring sixty (60) days following the Termination Date (the “Termination Compensation”); (ii) Accelerated vesting of all outstanding and unvested stock options and other equity in the Company held by Employee, which shall become immediately and fully exercisable, subject to all other terms of the applicable equity plan and award agreement; and (iii) Conditioned on Employee’s proper and timely election to continue his health insurance benefits under COBRA after the Termination Date, reimbursement of Employee’s applicable COBRA premiums for the lesser of six (6) months following the Termination Date or until Employee becomes eligible for insurance benefits from another employer. (c) Upon termination of employment for (i) death, (ii) Disability, (iii) Cause by the Company, (iv) without Good Reason by Employee, or (v) following the Term of this Agreement, Employee shall not be required entitled to mitigate additional compensation under this Agreement beyond that accrued as of the amount of any payment provided for in this Section 6 by seeking other employment or otherwiseTermination Date.

Compensation Upon Termination. (a) If the Executive’s employment is terminated as a result of his death or Disability or upon a Change of Control, the Company shall pay to the Executive or to the Executive’s estate, as applicable, his Base Salary for a period of six (6) months following the date of termination and any accrued but unpaid Bonus and expense reimbursement amounts through the date of his Death or Disability. All Stock Options that are scheduled to vest on the next succeeding anniversary of the Commencement Date shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be forfeited to the Company as of such date. Stock Options that have vested as of the Executive’s termination shall remain exercisable for 360 days following such termination. (b) If the Executive’s employment is terminated either (i) by the Company for Cause, or (ii) by the Executive in the absence of Good Reason, then the Company shall promptly pay to the Executive his Base Salary through the date of his termination and any expense reimbursement amounts owed through the date of termination. The Executive shall have no further entitlement to any other compensation or benefits from the Company. All Stock Options that have not vested as of the date of termination shall be forfeited to the Company as of such date. Stock Options that have vested as of the Executive’s termination shall remain exercisable for 90 days following such termination. (c) If the Executive's ’s employment is terminated by the Company pursuant to subsection 5(f), other than as a result of the Executive’s death or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(iiDisability and other than for reasons specified in Section 10(b) or 5(d)(iii), then the Company shall (i) continue to pay to Executive, within 30 days the Executive his Base Salary and all Fringe Benefits for a period of such termination six (or, if there is a dispute regarding 6) months following such termination, within 30 days of the date such dispute is resolved(ii) the following amounts, and in lieu of pay any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to expense reimbursement amounts owed through the date of termination, an amount (iii) pay any accrued but unpaid Bonus and (iv) all Stock Options that are scheduled to vest during the "Severance Payment") equal Term shall be accelerated and deemed to the aggregate salary payments (based on the Base Salary in effect on have vested as of the termination date) . Any Stock Options that would have been paid to Executive from vested as of the date of the Executive’s termination shall remain exercisable for a period of 360 days. (d) This Section 10 sets forth the only obligations of the Company with respect to the end termination of the Term then in effect, plus Executive’s employment with the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value)Company, and the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to continue to participate any payments or benefits which are not explicitly provided in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date10. (iie) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the The provisions of this subsection 6(a) Section 10 shall be reduced by survive any sums payable to Executive pursuant to any severance or termination pay program maintained by the Companyof this Agreement. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (a) The Employee may terminate his employment with the Corporation at any time by giving written notice to the Corporation. Except as provided in Section 3(c) below, the Corporation's sole obligation to the Employee in such event is (i) If Executiveto pay the Employee's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further base salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment"ii) equal to pay any non-discretionary incentive compensation which had been earned but not yet paid for any evaluation period completed prior to the aggregate date of notice of termination, and (iii) to complete any obligations required to be discharged under the terms of group benefit plans. No further compensation (including, without limitation, payment of severance compensation, discretionary bonus compensation for any period, or incentive compensation for the current evaluation period as of the date of notice, whether through discretionary or targeted plans) shall be paid to the Employee, pro-rata or otherwise, and all other benefits and perquisites (including, without limitation, stock options, executive medical reimbursement and auto allowances) shall be canceled as of the date of termination. (b) The Corporation may terminate the Employee's employment with the Corporation at any time by giving written notice to the Employee. In the event of such termination (except for cause pursuant to Section 4 hereunder, and subject to the Employee's continued compliance with the provisions of Sections 5, 6 and 7 below), the Employee shall be entitled to: (i) base salary payments (based on including auto allowance, if any) through the Base Salary date of termination of his employment; (ii) non-discretionary incentive compensation which had been earned but not yet paid for any evaluation period completed prior to the date of termination; (iii) base salary (including auto allowance, if any), at the annualized rate in effect on the date of termination dateof employment (or in the event a reduction in base salary is the basis for a termination pursuant to Section 3(c) below, then the base salary in effect immediately prior to such reduction), for a period of 18 months following such termination (the "Continuation Period"), payable at the same regular intervals as in effect prior to the termination, provided, however, that would have been in the event the Employee procures ----------------- full time employment at any time during the Continuation Period, base salary payable hereunder shall continue to be paid only for a period equal to Executive from one-half of the remainder of the Continuation Period; (iv) a twelve (12) month period following termination in which the Employee may exercise any stock options which had vested / were exercisable as of the date of termination to (all unvested options, as well as shares of restricted stock issued under the Corporation's long-term incentive plan/Success Sharing Program, or any subsequently adopted similar plan, shall automatically terminate and be canceled upon the Employee's termination of employment); (v) participation until the end of the Term then Continuation Period, through Corporation-paid COBRA premiums, in effectmedical and dental insurance coverage equivalent to that offered to active employees at such time (including spouse or family coverage, plus if applicable) to the extent such coverage continues to be provided to active employees; provided that the Corporation's obligations under this clause shall be reduced to the extent that the Employee is eligible for similar coverage and benefits under the plans and programs of a subsequent employer; and (vi) other or additional benefits in accordance with applicable group plans and programs of the Corporation (subject to any and all Employee obligations or contributions required by such plans and programs, which shall continue to be paid by the Employee) which, by their terms, survive termination. Except as provided above, no further compensation (including, without limitation, payment of discretionary bonus that would have been payable to Executive compensation for any period or incentive compensation for the current evaluation period as of the date of termination, whether through discretionary or targeted plans) shall be paid to the Employee, pro-rata or otherwise. (For example, if the Employee participates in an annual targeted bonus year in which such termination occurs (which shall plan, the Employee will not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of any --- benefits under such plan for the fiscal year in which such termination occurs; providedthe Employee is terminated.) All other benefits and perquisites (including, that if (Awithout limitation, long term disability insurance, life insurance, stock options, and executive medical reimbursement) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not shall be beyond the last year of the term then in effect (the last day of such term is referred to canceled as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of termination. (c) In the event that any of the following events occur, the Employee may terminate his employment with the Corporation within twelve (12) months of the occurrence of such Executiveevent by giving written notice to the Corporation, and shall thereupon be entitled to the payments, entitlements and benefits provided in Section 3(b) above as if the Corporation had terminated the Employee's terminationemployment with the Corporation pursuant to Section 3(b) above. (i) a reduction in the Employee's then current base salary, or if clause a reduction in the Employee's targeted bonus under a non-discretionary incentive compensation plan not offset by a corresponding increase in base salary, or the termination or material reduction of any employee benefit or perquisite enjoyed by him without his permission or agreement (A)(iiin each case, other than as part of an across-the-board reduction of such compensation, benefit or perquisite applicable to all officers of the Corporation); (ii) a material diminution in the Employee's duties, or the assignment to the Employee of duties, such that the remaining duties are materially inconsistent with the duties of an officer of the Corporation; or (iii) the failure of the Corporation to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Corporation within 15 days after a merger, consolidation, sale or similar transaction. (d) In the event that the aggregate of all payments or benefits made or provided to the Employee following a change in control of the Corporation under this Agreement and under all other plans and programs of the Corporation (the "Aggregate Payment") is determined to include all excess parachute payment, as such term is defined in Section 280G(b)(1) of this proviso appliesthe Internal Revenue Code, the first anniversary Corporation shall pay to the Employee, prior to the time any excise tax imposed by Section 4999 of the Nonrenewal Date Internal Revenue Code ("Excise Tax") is payable with respect to such excess parachute payment, an additional amount which, after the imposition of all income and (2) excise taxes thereon, is equal to the date that Excise Tax on the Executive finds regular employment, excess parachute payment. The determination of whether as an employee or as a self-employed person, provided that the Company may at any time, in Aggregate Payment includes the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue excess parachute payment of any, Supplemental Severance Paymentsand, if at so, the amount to be paid to the Employee and the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election payment pursuant to this Section 3(d) shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partnersan independent auditor (the 'Auditor") jointly selected by the Corporation and the Employee and paid by the Corporation. The Auditor shall be a nationally recognized United States public accounting firm which has not, L.P.during the two years preceding the date of its selection, together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares acted in any way on behalf of the capital stock of Corporation or any affiliate thereof. If the Company sufficient Employee and the Corporation cannot agree on the firm to elect a majority of serve as the Company's Board of Directors. The provision in clause (A)(ii) of Auditor, then the foregoing proviso relating Employee and Corporation shall each select one accounting firm and those two firms shall jointly select the amounting firm to continuing payments after serve as the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal DateAuditor. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. a. If, during the Term, the Executive’s employment is terminated as a result of his death or Disability, the Company (or such other entity as the Company shall designate) shall pay to the Executive or to the Executive’s estate, as applicable, (i) If his Base Salary through the date of his termination, (ii) any benefits which the Executive is entitled to receive under any Company plan, (iii) any expense reimbursement amounts owed the Executive's employment is terminated , and (iv) any accrued but unpaid annual bonuses earned by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent prior to the date of terminationhis termination of employment ((i)-(iv) collectively, the “Accrued Obligations”). Subject to Section 9(d), any such payments of Base Salary and accrued but unpaid annual bonus shall be made to the Executive or to the Executive’s estate, as applicable, within sixty (60) days after his death or termination for Disability. In addition to the foregoing, the Executive or the Executive’s estate, as applicable, shall receive a pro-rated bonus under the Bonus Plan, calculated based on an amount (the "Severance Payment") equal to (A) the aggregate salary payments (based on Target Bonus for the Base Salary year in effect on the termination date) that would have been paid to Executive from which the date of termination to occurs, multiplied by (B) a fraction, the end numerator of which is the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and number of days worked by the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of during the fiscal year in which his date of termination occurs and the denominator of which is 365 (the “Prorated Target Bonus”). The Prorated Target Bonus shall be paid to the Executive or his estate in a lump sum in cash within sixty (60) days after his date of termination (or such termination occurs; providedlater date as may be required pursuant to Section 9(d)). In addition, that if (A) (i) the period from any shares of restricted stock awards or restricted stock units outstanding on the date of the Executive's ’s termination for reasons described in this Section 6(a)(i) to the end shall become fully vested and non-forfeitable as of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time his date of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier . The vested portion of (1) if clause (A)(i) of this proviso applies, the second anniversary of any stock options outstanding on the date of such Executive's termination, his termination shall remain exercisable by the Executive or if clause his estate for a period of twenty (A)(ii24) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) months following the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which his termination occurs (or, if earlier, the end normal expiration date of such stock options), and any unvested portion of outstanding stock options shall lapse and be forfeited without consideration as of the Term date of termination. b. If, during the Term, the Executive’s employment is terminated for Cause or by the Executive without Good Reason, then the Company (or such other entity as the Company shall designate) shall pay to the Executive the Accrued Obligations. The Executive shall have no further entitlement hereunder to any other compensation or benefits except to the extent otherwise provided by law. Any shares of unvested restricted stock awards or restricted stock units outstanding on the date of the Executive’s termination shall be forfeited without consideration as of the date of termination. The vested portion of any stock options outstanding on the date of the Executive’s termination shall remain exercisable by the Executive for a period of thirty (30) days following the date of his termination (or, if earlier, the normal expiration date of such stock options), and any unvested portion of outstanding stock options shall lapse and be forfeited without consideration as of the date of termination. c. If, during the Term, the Executive’s employment is terminated other than as a result of the Executive’s death or Disability and other than for reasons specified in effectSection 9(b), or if the Executive terminates his employment for Good Reason, then, in addition to the Accrued Obligations, and provided that within sixty (60) days after the date of termination the Executive shall have executed the Company’s standard general release of claims and covenant not to xxx (the “Release”) and not revoked such Release, (i) the Company (or such other entity as the Company shall thereafter receive no other compensation or, except as required by law, any benefits designate) shall pay to the Executive a severance amount equal to the product of any kind whatsoever; it being understood that no bonus shall be payable (A) two (2) and (B) the amount equal to the sum of (1) the Base Salary and (2) the Target Bonus in effect for the fiscal year in which such the termination occurs; (ii) if the Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which the Executive and/or the Executive’s eligible dependents would be entitled under Section 4980B of the Code (COBRA), then for a period of twelve (12) months following termination, the Company (or such other entity as the Company shall designate) shall pay the entire COBRA cost of such coverage, provided, however, that such period shall run concurrently with any period for which the Executive is eligible to elect health coverage under COBRA and no payment shall be made if the payment would cause taxes on the Executive in excess of the amount of the premiums or would impose taxes or penalties on the Company or other employees; (iii) the Company (or such other entity as the Company shall designate) shall pay to the Executive an amount equal to the annual cash bonus that would have been otherwise payable to the Executive for the fiscal year in which his termination occurs, assuming the Executive’s employment had not terminated prior to the payment date for such bonus, multiplied by a fraction, the numerator of which is the number of days elapsed in the fiscal year of termination through the date of the Executive’s separation from employment, and the denominator of which is 365, to be paid at the same time as such bonuses are paid to executives of the Company; (iv) any shares of restricted stock awards and restricted stock units outstanding on the date of the Executive’s termination shall become fully vested and non-forfeitable as of his date of termination; and (v) any stock options outstanding on the date of the Executive’s termination shall become fully vested and shall remain exercisable by the Executive for a period of twelve (12) months following the date of his termination (or, if earlier, the normal expiration date of such stock options). Subject to Section 9(d), the payments specified in clauses (i) and (iii) of the preceding sentence shall be paid to the Executive in a lump sum within sixty (60) days following the Executive’s date of termination. d. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its affiliates, nor their directors, officers, employees or advisers, shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive as a result of the application of Section 409A of the Code. (i) Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder, or a different form of payment of such Non-Exempt Deferred Compensation would be effected, by reason of a Change in Control or Executive’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Executive, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control or termination of employment, as the case may be, meet any description or definition of “change in control event” or “separation from service” or “substantial risk of forfeiture” as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Non-Exempt Deferred Compensation upon a Change in Control or termination of employment, however defined. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, or the application of a different form of payment, then, subject to subsection (iii) below, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event. (ii) It is intended that (A) each payment of termination benefits under this Agreement shall be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i), for purposes of Section 409A of the Code, (B) all payments of any such benefits shall satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (C) any such benefits consisting of premiums payable under the COBRA also shall satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v). Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which the Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes), (i) the timing of such amounts or payments shall be delayed until the earlier of (a) the date that is six (6) months and one (1) day after the Executive’s Separation from Service and (b) the date of the Executive’s death (such applicable date, the “Delayed Initial Payment Date”), and (ii) the Company shall (a) pay the Executive a lump sum amount equal to the sum of the benefit payments that the Executive would otherwise have received through the Delayed Initial Payment Date (or, with respect to death, the earliest administratively practicable date provided that payment complies with the timing requirements of Section 409A) if the commencement of the payment of the benefits had not been delayed pursuant to this paragraph and (b) commence paying the balance, if any, of the benefits in accordance with the applicable payment schedule. (iii) Any sums due pursuant Whenever in this Agreement a payment or benefit is conditioned on the Executive’s execution of the Release, the Company shall provide such Release to the provisions Executive promptly following the date of this subsection 6(atermination, and such Release must be executed and all revocation periods shall have expired in accordance with terms set forth in the release, but in no case later than sixty (60) days after the date of termination; failing which such payment or benefit shall be reduced by forfeited. If such payment or benefit constitutes “Non-Exempt Deferred Compensation,” then, subject to subsection (ii) above, such payment or benefit (including any sums installment payments) that would have otherwise been payable during such 60-day period shall be accumulated and paid on the 60th day after the date of termination provided such release shall have been executed and such revocation periods shall have expired. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to Executive pursuant to make or commence payment at any severance or termination pay program maintained by the Companytime during such 60-day period. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (i) If Executive's employment is terminated by In the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 event that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's ’s employment terminates for any reason other than pursuant to subparagraph 5(f)section 7, 5(d)(i)the provisions of this Section 8 shall determine the Executive’s entitlement to compensation and benefits in connection with and subsequent to such termination. (a) If (i) the Company terminates the employment of the Executive for Cause or (ii) the Executive terminates his employment without Good Reason, 5(d)(ii) or 5(d)(iii)the Company shall pay to the Executive, Executive shall receive compensation within 30 days after the Date of Termination, all accrued Base Salary and benefits through the end Date of Termination (the calendar month in which termination occurs (or“Accrued Benefits”), if earlier, and the end of the Term then in effect) and Company shall thereafter receive have no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant further obligations to the provisions Executive after the Date of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the CompanyTermination. (b) Executive If the Executive’s employment terminates due to his death or disability, the Company shall pay to the Executive, or his legal representative or estate, as the case may be, within 30 days after the Date of Termination the following: (i) Upon his death, the Company shall either pay the spouse or his dependent children or other dependents, in aggregate, provide for or take such actions necessary to ensure the following: (v) 6 months Base Salary (reduced, in the case of termination by reason of disability, by any amounts paid pursuant to section 8 (b) (ii) hereof); (w) a bonus equal to 50% of the annual target rate of bonus in the year of the Date of Termination; (x) take actions necessary such that all Options or Shares granted to the Employee under the Plans which remain unvested shall immediately vest; (y) a pro rata bonus for the fiscal year in which the Date of Termination occurs based on the Average Incentive amount and the number of days elapsed in the current fiscal year as of the Date of Termination. (ii) If the Company terminates the employment of the Employee by reason of disability, the Company shall: (v) pay to the Employee, not be required to mitigate less frequently than monthly, the amount of any payment provided difference between the level of long-term disability benefits required to be maintained under the Benefit Plans, and the amount actually paid in satisfaction of such benefits by insurance, for so long as the Employee remains disabled and therefore entitled such benefits; (w) take actions necessary such that all Options or Shares granted to the Employee under the Plans which remain unvested shall immediately vest; (x) pay a pro rata bonus for the fiscal year in which the Date of Termination occurs, based on the Average Incentive amount and the number of days elapsed in the current fiscal year as of the Date of Termination; and (y) following the Date of Termination pursuant to this Section 6 by seeking other employment or otherwise8(b) (ii), ensure that the Employee’s Health Coverage under the Benefit Plans as described in Schedule I shall continue to be provided at the Company’s expense.

Compensation Upon Termination. (ia) If Executive's Paragon terminates Employee’s employment is terminated by the Company pursuant to subsection 5(f)for Cause, or if Executive shall terminate his Employee terminates Employee’s employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)without Good Reason, then the Company Paragon shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Employee his Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (through the "Severance Period") Date of Termination and all other amounts, if any, to which Employee is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day entitled as of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged date in regular employment (whether as an connection with any employee benefit plan or as a self-employed person) at the end program of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months Paragon in which such payments begin Employee participates, including, without limitation, those set forth in Sections 6 and end 8 hereof, and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of Paragon shall have no further obligations to Employee under this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the CompanyAgreement. (b) Executive If Paragon terminates Employee’s employment without Cause, or if Employee terminates Employee’s employment for Good Reason, then Paragon shall not pay Employee a lump sum payment within thirty (30) business days of the Date of Termination equal to the Base Salary payable to Employee under Section 3 hereof from the Date of Termination through the date which is the one-year anniversary of the Date of Termination, plus all other amounts, if any, to which he is entitled to receive as of the Date of Termination in connection with any employee benefit plan or program of Paragon in which Employee participates, including, without limitation, those set forth in Sections 6 and 8 hereof. (c) If Employee’s employment is terminated by his death, then Paragon shall pay to his estate, or as may be required directed by the legal representatives of such estate, the Base Salary at the rate in effect at the time of his death through the Date of Termination and all other amounts, if any, to mitigate the amount which Employee is entitled as of such date in connection with any payment provided for employee benefit plan or program of Paragon in this Section 6 by seeking which Employee participates. (d) Nothing herein shall be construed as prohibiting Paragon or Employee from pursuing any other employment remedies available to Paragon or otherwiseEmployee, respectively, including, without limitation, recovery of damages.

Compensation Upon Termination. (i) 3.7.1 If the Executive's ’s employment is terminated by under this Agreement for any of the reasons described in this Section 3, Executive or his estate shall be entitled to receive (a) any accrued but unpaid Base Salary up to the effective date of termination, (b) any benefits under any plans of the Company pursuant to subsection 5(f), or if in which Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding participant to the full extent Executive is entitled to receive such termination, within 30 days benefits at the time of the date such dispute is resolved) the following amountshis death or termination of employment, and (c) any unreimbursed business expenses incurred by Executive in lieu of any further salary and bonus or other incentive compensation payments connection with his duties hereunder for which Executive is entitled to Executive for periods subsequent reimbursement, all to the date of termination. Except as set forth below, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted entitled to take into account present valueany other compensation or reimbursement of any kind. 3.7.2 Additionally, in the event of a termination of employment under Section 3.3, subject to Executive furnishing to the Company an executed waiver and general release of any and all known and unknown claims, in the form attached hereto as Exhibit A (the “Release”) within 60 days following Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1 (h) and without regard to any alternate definition thereunder) (a “Separation from Service”), and not revoking the Release as described therein, then Executive shall be entitled to: (a) a payment equal to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date sum of Executive's termination for reasons described in this Section 6(a)(i’s (x) to Base Salary (at the end of the Term then annual Base Salary rate in effect at the time of termination and subject to standard payroll deductions and withholdings) for a period of twelve (12) months following the termination date (the "“Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date"”) and (By) Executive is not engaged in regular employment the Target Bonus (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary Target Bonus amount in effect at the time of termination) or, to the extent no Target Bonus is communicated for the year during which the termination of employment occurs, the annual bonus most recently paid to the Executive, to be paid in equal installments on regular payroll dates over the Severance Period; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release (namely, the date it can no longer be revoked) shall accrue and be paid on the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date, (b) a pro-rata Annual Bonus for the year of Executive’s termination of employment, based upon actual performance in the year of termination as determined in good faith by the BoD, payable when the Annual Bonus would have normally been paid, or, if later, upon the execution of and expiration of any revocation period provided for in arrearsthe Release (the “Pro Rata Bonus”), pro rated for the months avoidance of doubt this amount is in which such payments begin and end and otherwise calculated and paid addition to the amounts payable under clause (a), (c) subject to Executive’s (and/or his eligible family members) timely election to exercise Executive’s rights under federal law (29 U.S.C. § 1161 et seq. (commonly known as “COBRA”)), the Company shall pay, or reimburse Executive for, the cost of continued participation in accordance with the Company's payroll practices ’s group medical and/or dental plans which cover Executive (and any eligible family members) pursuant to COBRA, but only for its executive employees) until the earlier portion of (1) if clause (A)(i) the premiums equal to the portion being paid by the Company for active employees as of this proviso appliesimmediately prior to the termination date, the second anniversary of from the date of such Executive's employment termination through the earliest of (i) the last day of the month which falls eighteen months from the effective date of termination, (ii) the date Executive is no longer eligible for COBRA, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2iii) the date that Executive first becomes eligible for comparable health care or dental care coverage, as applicable, pursuant to the Executive finds regular health and dental care plan of a new employer; provided, however, that any such payments or reimbursements otherwise scheduled to be made prior to the effective date of the Release (namely, the date it can no longer be revoked) shall accrue and be paid on the first payroll date that follows such effective date; and (d) the vesting of the portion of any unvested option award granted prior to the Effective Date that would have vested during the one-year period immediately following the date of the Executive’s termination of employment, whether as an employee or as a self-employed person, provided that the Company may at any time. 3.7.3 Additionally, in the discretion event of a termination of employment under Section 3.4, subject to Executive's (in the Company's chief executive officercase of Disability) or Executive’s estate (in the case of death) furnishing to the Company an executed and non-revoked Release within 60 days following Executive’s Separation from Service, elect and not revoking the Release as described therein, then Executive (or his estate, as applicable) shall be entitled to paythe same payments and benefits described above in Section 3.7.2. 3.7.4 Additionally, in the event of a termination of employment under Section 3.5 above, within 6 months prior to or elect 24 months following a Change in Control, subject to discontinue Executive furnishing to the Company an executed Release within 60 days following Executive’s Separation from Service, and not revoking the Release as described therein, then Executive shall be entitled to: (a) a payment equal to the sum of any, Supplemental Severance Payments, if Executive’s (x) Base Salary (at the annual Base Salary rate in effect at the time of such electiontermination and subject to standard payroll deductions and withholdings) for a period of twenty-four (24) months following the termination date (the “CIC Severance Period”) and (y) two times Target Bonus (at the Target Bonus amount in effect at the time of termination) or, Xxxxxxx Xxxxxx to the extent no Target Bonus is communicated for the Chief Executive Officer year during which the termination of employment occurs, the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officerannual bonus most recently paid to the Executive, such election shall to be paid in equal installments on regular payroll date over the CIC Severance Period; provided, however, that any payments otherwise scheduled to be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal effective date of the Release (namely, the date it can no longer be revoked) shall accrue and be paid on the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date, (b) the Pro Rata Bonus, for the avoidance of doubt, this amount is in addition to the amounts payable under clause (a), (c) subject to Executive’s timely election to exercise Executive’s rights under COBRA, the Company shall pay, or reimburse Executive for, the cost of continued participation in the Company’s group medical and/or dental plans which cover Executive (and eligible dependents) pursuant to COBRA, but only for the portion of the premiums equal to the portion being paid by the Company for Executive as of immediately prior to the termination date, from the date of employment termination through the earliest of (i) the last day of the month which falls eighteen months from the effective date of termination, (ii) the date Executive is no longer eligible for COBRA, or (iii) the date that Executive first becomes eligible for comparable health care or dental care coverage, as applicable, pursuant to the health and dental care plan of a new employer; provided, however, that any such payments or reimbursements otherwise scheduled to be made prior to the effective date of the Release (namely, the date it can no longer be revoked) shall accrue and be paid on the first payroll date that follows such effective date; and (d) the immediate vesting of any unvested option award granted to the Executive prior to the Effective Date. 3.7.5 Notwithstanding anything to the contrary in this Agreement, if the period during which Executive may sign the Release begins in one calendar year and ends in another, then any severance pay and any COBRA premium payment (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(iicollectively “Severance Payment”) or 5(d)(iii), Executive reimbursement benefits shall receive compensation accrue and benefits through the end of be paid in the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood year that no bonus shall be payable for the year in which follows such termination occursSeparation from Service. (iii) Any sums due pursuant 3.7.6 The payments required to the provisions of this subsection 6(a) be made under Section 3.7 shall be reduced by the amount of any sums payable severance pay due or otherwise paid to Executive pursuant to any severance or termination pay program maintained by plan of the CompanyCompany to the extent permissible under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance issued thereunder and any state law of similar effect (collectively, “Section 409A”). (b) Executive 3.7.7 Notwithstanding anything contained in this Agreement to the contrary, the obligation to make the payments described in this Section 3.7 shall cease immediately in the event of a breach of the non-competition or non-solicitation covenants set forth in Sections 4.3 or 4.4 hereof or a material breach of the covenants set forth in Sections 4.1 or 4.2 hereof; provided, that nothing in this Agreement shall be construed to affect Executive’s right to receive continuation of group health plan benefits under COBRA to the extent authorized and in accordance with federal law and applicable state law, at Executive’s own cost. For the sake of clarity, the Parties hereby agree that if applicable, Section 3.7.4 shall replace Section 3.7.2 and shall not be required in addition thereto. In no event shall Executive be obligated to mitigate seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, nor shall the amount of any payment provided for in this Section 6 hereunder be reduced by seeking other any compensation earned by Executive as a result of employment or otherwiseby a subsequent employer.

Compensation Upon Termination. In addition to any employee benefits to which Executive is entitled pursuant to Section 2.4 and any reimbursement of business expenses pursuant to Section 2.5 (iwith respect to which Executive and the Company shall reasonably cooperate), Executive shall be entitled to the following upon termination of Employment under this Agreement: (a) If In the event that the Company discharges Executive pursuant to Section 3.4(b) for Cause, or Executive resigns (other than for Good Reason) pursuant to Section 3.5(a), Executive shall be entitled to receive and the Company shall cause to be paid (1) any earned but unpaid Base Salary through the effective date of termination and (2) any award for which a Bonus was earned under the Incentive Plan for any Performance Period which ended prior to the effective date of termination but was not theretofore paid to Executive. (b) In the event that Executive's employment is terminated by the Company pursuant death, Executive's estate or personal representative shall be entitled to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then receive and the Company shall pay cause to be paid (1) any earned but unpaid Base Salary through the date of Executive's death; (2) any award for which a Bonus was earned under the Incentive Plan for any Performance Period which ended prior to the effective date of termination but was not theretofore paid to Executive; (3) continued payment of Executive's then current Base Salary for the ninety (90) day period following the date of his death; (4) an amount equal to the Target Incentive Award established for Executive under the Incentive Plan for the then current Performance Period had Executive's employment not been terminated and had Executive satisfied all Performance Goals established with respect to such Performance Period, within 30 multiplied by a fraction the numerator of which is the number of days in the then current Performance Period under the Incentive Plan occurring prior to and including the date of such termination (orExecutive's death, if there and the denominator of which is a dispute regarding such termination, within 30 the number of days of the date such dispute is resolvedwhole Performance Period; and continued benefits (to the same extent and at the same level as were provided by the Company to Executive's family members immediately prior to Executive's death) under the health insurance plan(s) referenced in Section 2.4(b), for the ninety (90) day period following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal and, to the aggregate salary payments extent permitted pursuant to such health insurance plan(s), for such longer period as to which Executive's beneficiaries pay the cost of coverage thereof. Except as otherwise agreed to between Executive's estate or personal representative and the Company, all such amounts (based on other than health benefits continued pursuant to Section 3.6(b)(5) above, which shall be payable in accordance with the Base Salary terms of the applicable plan) shall be paid by the Company in effect on the termination datea lump sum within thirty (30) that would have been paid to Executive from days after the date of termination Executive's death. (1) Except as provided in Section 3.6(c)(2) below, in the event that the Company discharges Executive pursuant to the end of the Term then in effectSection 3.4(a) other than for Cause or Executive resigns pursuant to Section 3.5(b) for Good Reason, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue receive and the Company shall cause to participate be paid (A) any earned but unpaid Base Salary through the date of termination; (B) any award for which a bonus was earned under the Incentive Plan for any Performance Period which ended prior to the effective date of termination but was not theretofore paid to Executive; continued payment of Executive's then current Base Salary for the twelve (12) month period following the date of termination or, if the date of termination is after the Effective Date, but before the first anniversary of the Effective Date, of the Initial Public Offering, for the number of months following the date of termination through the month including the second anniversary of the Effective Date;(8) (D) an amount equal to the product of (i) the Target Incentive Award established for Executive under the Incentive Plan for the then current Performance Period had Executive's employment not been terminated and had Executive satisfied all Performance Goals established with respect to such Performance Period, multiplied by (ii) a fraction, the denominator of which shall be twelve (12) and the numerator of which shall be twelve (12) unless the date of termination is after the Effective Date, but before the first anniversary of the Effective Date, of the Initial Public Offering, in all Company Benefit Plans on which event the numerator shall be the number of months following the date of termination through the month including the second anniversary of the Effective Date;(9) and (E) continued benefits (to the same basis extent and at the same benefit level as were provided by the CompanyCompany to Executive immediately prior to termination) under the retirement and welfare benefit plans referenced in Section 2.4(a), the health, disability and other insurance plans referenced in Section 2.4(b), and the Policy referenced in Section 2.4(c), for the twelve (12) month period following the date of termination, and, to the extent permitted pursuant to such health insurance plan(s), for such longer period as to which Executive's executive employees through beneficiaries pay the end cost of the fiscal year in which such termination occurscoverage thereof; provided, that if any such plans are terminated, or benefits thereunder reduced or eliminated, during such twelve (A12) month period, or if, as a result of termination or otherwise, Executive ceases to be eligible to participate in any such plans during such twelve (i12) month period, the period from Company shall provide to Executive substitute benefits which are no less favorable to Executive than those received by Executive under such plan(s)(10). Subject to Section 3.8, and except as otherwise agreed to between Executive and the Company, all such amounts (other than the amounts referenced in Section 3.6(c)(1)(C), which shall be paid in accordance with the then current payment policies of the Company for its employees, and the Continuation Benefits referenced in Section 3.6(c)(2), which shall be payable in accordance with the terms of the applicable benefit plan), shall be paid by the Company in a lump sum within thirty (30) days after the date of Executive's termination for reasons described in this Section 6(a)(idischarge or resignation. (2) Notwithstanding anything to the end of contrary in Section 3.6(C)(1) above, in the Term then event that (A) a Change in effect Control occurs and (B) within the "Severance Period"twelve (12) is less month period immediately following the date on which the Change in control occurs, (i) the Company discharges Executive pursuant to Section 3.4(a) other than two years for Cause or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than resigns pursuant to subparagraph 5(f), 5(d)(i), 5(d)(iiSection 3.5(b) or 5(d)(iii)for Good Reason, Executive shall be entitled to receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.and

Compensation Upon Termination. (i) If the Company terminates the Executive's ’s employment for Cause pursuant to Section 5(a)(i), or as a result of the Executive’s death or Disability pursuant to Section 5(c), the Company will only be obligated to pay the Executive his regular payroll period Base Salary payments earned or accrued through the Termination Date, plus any other compensation and reimbursements to the extent they were earned or accrued up through the Termination Date. Such Base Salary, compensation, and reimbursements will be paid to the Executive in one lump sum payment as soon as practicable following the Termination Date. In the event the Company terminates the Executive’s employment in the event of the Executive’s Death or Disability pursuant to Section 5(c) the Company shall also (i) in the case of disability, pay 3 months, of the Executive’s regular payroll period Base Salary payments and (ii) shall consider paying such additional bonuses which would have been earned by the Executive from the conclusion of events put in process during his tenure had he not had an untimely demise or disability. (ii) If the Executive’s employment is terminated by pursuant to subsections 5(a)(ii) or 5(b), then, during the notice period and until the Termination Date, the Executive shall receive his regular payroll period Base Salary payments earned and accrued (including payment for accrued vacation) through the Termination Date, plus any other compensation and reimbursements to the extent they were earned and accrued up through the Termination Date if he continues to render services in accordance herewith; provided, however, the Company pursuant may, in its sole discretion, opt: (i) not to subsection 5(f), have the Executive provide active employment services during some or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days all of the date such dispute is resolved) the following amountsnotice period, and in lieu may place him on a paid leave of any further salary absence for some or all of the notice period and bonus pay him during that time; or other incentive compensation payments to Executive for periods subsequent to (ii) accelerate the effective date of termination, an amount and provide 180 days pay in lieu of notice. (iii) Notwithstanding any other provision of this Agreement and in addition thereto if the "Severance Payment") equal to Executive is terminated, or the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date Executives contract is not renewed within 12 months of termination to the end any Change of Control of the Term then Company and such event is not occasioned by any occurrence set forth in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present valuesub-section 5(a), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal one year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary salary payable at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, termination or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a selfnon-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Daterenewal. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. In addition to any employee benefits to which Executive is entitled pursuant to Section 2.4 and any reimbursement of business expenses pursuant to Section 2.5 (iwith respect to which Executive and the Company shall reasonably cooperate), Executive shall be entitled to the following upon termination of Employment under this Agreement: (a) If In the event that the Company discharges Executive pursuant to Section 3.4(b) for Cause, or Executive resigns (other than for Good Reason) pursuant to Section 3.5(a), Executive shall be entitled to receive and the Company shall cause to be paid (1) any earned but unpaid Base Salary through the effective date of termination and (2) any award for which a Bonus was earned under the Incentive Plan for any Performance Period which ended prior to the effective date of termination but was not theretofore paid to Executive. (b) In the event that Executive's employment is terminated by the Company pursuant death, Executive's estate or personal representative shall be entitled to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then receive and the Company shall pay cause to be paid (1) any earned but unpaid Base Salary through the date of Executive's death; (2) any award for which a Bonus was earned under the Incentive Plan for any Performance Period which ended prior to the effective date of termination but was not theretofore paid to Executive; (3) continued payment of Executive's then current Base Salary for the ninety (90) day period following the date of his death; (4) an amount equal to the Target Incentive Award established for Executive under the Incentive Plan for the then current Performance Period had Executive's employment not been terminated and had Executive satisfied all Performance Goals established with respect to such Performance Period, within 30 multiplied by a fraction the numerator of which is the number of days in the then current Performance Period under the Incentive Plan occurring prior to and including the date of such termination (orExecutive's death, if there and the denominator of which is a dispute regarding such termination, within 30 the number of days of the date such dispute is resolvedwhole Performance Period; and continued benefits (to the same extent and at the same level as were provided by the Company to Executive's family members immediately prior to Executive's death) under the health insurance plan(s) referenced in Section 2.4(b), for the ninety (90) day period following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal and, to the aggregate salary payments extent permitted pursuant to such health insurance plan(s), for such longer period as to which Executive's beneficiaries pay the cost of coverage thereof. Except as otherwise agreed to between Executive's estate or personal representative and the Company, all such amounts (based on other than health benefits continued pursuant to Section 3.6(b)(5) above, which shall be payable in accordance with the Base Salary terms of the applicable plan) shall be paid by the Company in effect on the termination datea lump sum within thirty (30) that would have been paid to Executive from days after the date of termination Executive's death. (1) Except as provided in Section 3.6(c)(2) below, in the event that the Company discharges Executive pursuant to the end of the Term then in effectSection 3.4(a) other than for Cause or Executive resigns pursuant to Section 3.5(b) for Good Reason, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue receive and the Company shall cause to participate be paid (A) any earned but unpaid Base Salary through the date of termination; (B) any award for which a bonus was earned under the Incentive Plan for any Performance Period which ended prior to the effective date of termination but was not theretofore paid to Executive; (C) continued payment of Executive's then current Base Salary for the twelve (12) month period following the date of termination or, if the date of termination is after the Effective Date, but before the first anniversary of the Effective Date, of the Initial Public Offering, for the number of months following the date of termination through the month including the second anniversary of the Effective Date;(8) (D) an amount equal to the product of (i) the Target Incentive Award established for Executive under the Incentive Plan for the then current Performance Period had Executive's employment not been terminated and had Executive satisfied all Performance Goals established with respect to such Performance Period, multiplied by (ii) a fraction, the denominator of which shall be twelve (12) and the numerator of which shall be twelve (12) unless the date of termination is after the Effective Date, but before the first anniversary of the Effective Date, of the Initial Public Offering, in all Company Benefit Plans on which event the numerator shall be the number of months following the date of termination through the month including the second anniversary of the Effective Date;(9) and (E) continued benefits (to the same basis extent and at the same benefit level as were provided by the CompanyCompany to Executive immediately prior to termination) under the retirement and welfare benefit plans referenced in Section 2.4(a), the health, disability and other insurance plans referenced in Section 2.4(b), and the Policy referenced in Section 2.4(c), for the twelve (12) month period following the date of termination, and, to the extent permitted pursuant to such health insurance plan(s), for such longer period as to which Executive's executive employees through beneficiaries pay the end cost of the fiscal year in which such termination occurscoverage thereof; provided, that if any such plans are terminated, or benefits thereunder reduced or eliminated, during such twelve (A12) month period, or if, as a result of termination or otherwise, Executive ceases to be eligible to participate in any such plans during such twelve (i12) month period, the period from Company shall provide to Executive substitute benefits which are no less favorable to Executive than those received by Executive under such plan(s)(10). Subject to Section 3.8, and except as otherwise agreed to between Executive and the Company, all such amounts (other than the amounts referenced in Section 3.6(c)(1)(C), which shall be paid in accordance with the then current payment policies of the Company for its employees, and the Continuation Benefits referenced in Section 3.6(c)(2), which shall be payable in accordance with the terms of the applicable benefit plan), shall be paid by the Company in a lump sum within thirty (30) days after the date of Executive's termination for reasons described in this Section 6(a)(idischarge or resignation. (2) Notwithstanding anything to the end of contrary in Section 3.6(C)(1) above, in the Term then event that (A) a Change in effect Control occurs and (B) within the "Severance Period"twelve (12) is less month period immediately following the date on which the Change in control occurs, (i) the Company discharges Executive pursuant to Section 3.4(a) other than two years for Cause or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than resigns pursuant to subparagraph 5(f), 5(d)(i), 5(d)(iiSection 3.5(b) or 5(d)(iii)for Good Reason, Executive shall be entitled to receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.--------------------

Compensation Upon Termination. (i) If Executive's employment is terminated by Following a Change-in-Control that occurs during the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days term of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amountsthis Agreement, and in lieu upon the Employee’s termination of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to employment within 24 months following the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year month in which such termination occurs (which shall not be discounted to take into account present value)the Change-in-Control occurred, and the Executive Employee shall be entitled to continue to participate in all Company Benefit Plans on the same basis as following benefits: a. If employment by the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if Bank is terminated (A) (i) by the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates Bank for any reason other than pursuant Cause, or (B) by the Employee for Good Reason, the Employee shall be entitled to subparagraph 5(f)the benefits, 5(d)(i)to be funded from the general assets of the Bank, 5(d)(iiprovided below: (i) or 5(d)(iii), Executive the Bank shall receive compensation and benefits pay the Employee his full annual base salary through the end Date of Termination at the rate in effect at the time Notice of Termination is given; (ii) the Bank shall pay the Employee in accordance with the terms of the calendar month in which termination occurs (orShort-Term Incentive Plan, if earlier, any incentive payment Employee has a right to receive on the end last day of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits fiscal year prior to Employee’s Date of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occursTermination. (iii) Any sums due the Bank shall pay as severance pay to the Employee, a lump sum severance payment equal to 1.5 times the sum of (A) the Employee’s annual base salary in effect at the time Notice of Termination is given or immediately prior to the date of the Change-in-Control, whichever is greater, and (B) the amount determined as follows: (1) the amount that the Employee had accrued during the plan year under the Short-Term Incentive Plan as of the first of the month following the month in which the Change in Control occurred, annualized by dividing the amount accrued by the number of months from the start of the plan year to the first of the month following the month in which the Change in Control occurred multiplied by twelve; plus, (2) the amount of each of the Short-Term Incentive Awards, if any, awarded to the Employee in the three years immediately prior to the Change in Control divided by four; provided, however, that payments under this subparagraph will be conditioned upon compliance with Section 6 of the Employee’s Restated Employment Agreement (Agreement Not to Compete) and payments made under this subparagraph must be returned to the Bank if the Employee violates the non-compete provisions contained in that non-compete Section; (iv) the Bank shall pay the Employee the amount that has accrued to the Employee under the Long-Term Incentive Plan as of the first day of the month following the Date of Termination; (v) (A) for and during the period of time that the Employee is eligible for and properly elects continued coverage under the Bank’s health and dental plans, the Bank will continue to subsidize that coverage as if the Employee remained an active employee of the Bank but for no more than 36 months following the Date of Termination and only with respect to the level of health and dental insurance coverage in which the Employee was enrolled immediately prior to the Notice of Termination (e.g., single or family). If the Employee’s continuation coverage terminates for reasons other than nonpayment of the Employee’s share of the cost of the coverage or fraud before the Employee has received 36 months of coverage, then the Bank shall reimburse the Employee for replacement health and dental coverage during the remainder of the 36 months following the Date of Termination, but only with respect to the level of health and dental insurance coverage in which the Employee was enrolled immediately prior to the Notice of Termination (e.g., single or family), and only in an amount up to the difference between the then COBRA premium charged by the Bank (or its successor) to COBRA continuees and the amount that active employees are required to pay for their coverage. Such reimbursement may be made directly to the provider of the Employee’s health and dental coverage or as a reimbursement to the Employee upon the presentation of evidence of the cost and continuation of such coverage. Provided, however, that all health and dental benefits receivable by the Employee pursuant to the provisions of this subsection 6(aSubsection (v)(A) shall be reduced by any sums payable discontinued if the Employee obtains full-time employment providing comparable health and dental benefits to Executive pursuant to any severance or termination pay program maintained by Employee provided in accordance with this Subsection (v)(A) during the Company. (b) Executive shall not be required to mitigate 36-month period following the amount Date of any payment provided for in this Section 6 by seeking other employment or otherwise.Termination; and

Compensation Upon Termination. (1) If the Executive voluntarily terminates this Agreement, or if the Company terminates this Agreement for Cause pursuant to paragraph (1) of Section 3(b), the Company will be obligated to pay the Executive only Base Salary as may be due and owing or otherwise accrued through the Termination Date and all other non-contingent compensation earned and accrued up through the Termination Date. Such Base Salary will be paid in one lump sum within ten (10) business days of the Termination Date. (2) If this Agreement terminates pursuant to paragraph (2) of Section 3(b), the Company will be obligated to pay the Executive: (i) If Executive's employment is terminated by Base Salary as may be due and owing or otherwise accrued through the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(iiTermination Date; (ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an additional amount (the "Severance Payment") equal to the aggregate salary payments (based on the Executive's Base Salary for a period of three (3) months following the Termination Date at the rate in effect on the termination date) that would have been paid to Executive from the date of termination Termination Date, less any life insurance or disability insurance payments made to the end Executive or his personal representative pursuant to insurance policies maintained by the Company for the benefit of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs Executive; and (which shall not be discounted to take into account present value), iii) all other non-contingent compensation earned and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees accrued up through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Termination Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's . Such Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and non-contingent compensation will be paid in accordance with the Company's payroll practices for its executive employeespractices, as in effect from time to time. (3) until If the earlier of Company terminates this Agreement pursuant to paragraph (1) if clause (A)(i3) of this proviso appliesSection 3(b), the second anniversary Company will be obligated to pay the Executive (i) Base Salary as may be due and owing or otherwise accrued through the Termination Date; (ii) an additional amount equal to the Executive's Base Salary for a period of three (3) months following the Termination Date or, if shorter, the balance of the date of such Executive's terminationTerm had his employment not been so terminated, or if clause at the rate in effect on the Termination Date, as a severance payment (A)(ii) of this proviso applies, which sum the first anniversary of the Nonrenewal Date Executive agrees is fair and reasonable); and (2ii) all other non-contingent compensation earned and accrued up through the date that the Executive finds regular employment, whether as an employee or as a selfTermination Date. Such Base Salary and non-employed person, provided that the Company may at any time, contingent compensation will be paid in the discretion of accordance with the Company's chief executive officerpayroll practices, elect not as in effect from time to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Datetime. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (i) A. If the Executive's employment is services are terminated by the Company pursuant to subsection 5(f)Xxxxxxxxx 0X, or if Executive shall terminate his employment pursuant to subsection 5(d)(i)0X, 5(d)(ii) or 5(d)(iii)0X, then the Company shall pay to Executivexx 0X, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue his salary through his final date of active employment plus any accrued but unused current paid time off for which the Executive is eligible. The Executive shall also be entitled to participate in all Company Benefit Plans on any benefits mandated under the same basis as Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or required under the Company's executive employees through terms of any death, insurance, or retirement plan, program, or agreement provided by the end of Employer and to which the fiscal year Executive is a party or in which such the Executive is a participant, including, but not limited to, any short-term or long-term disability plan or program, if applicable. B Except as otherwise provided in Xxxxxxxxx 0X, 0X or this Paragraph 9B, if the Executive's services are terminated pursuant to Paragraph 8D or 8E, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused current paid time off for which the Executive is eligible. The Executive also shall be entitled to a single sum payment payable within thirty (30) days after the Executive's termination occurs; provideddate and equal to one (1) times his Base Salary, plus one (1) times his annual target performance bonus as determined pursuant to the Employer's Performance Bonus Plan, provided (a) he signs an agreement acceptable to the Employer that if (A) (i) waives any rights the period from Executive may otherwise have against the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or Employer, (ii) releases the Company gives notice under Section 2 that Employer from actions, suits, claims, proceedings and demands related to the term will not be beyond period of employment and/or the last year termination of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") employment, and (Biii) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may contains certain other obligations which shall be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary set forth at the time of terminationthe termination (including, payable in arrearsbut not limited to, pro rated for a reaffirmation of the months in which such payments begin Executive's obligations under Paragraph 10 of this Agreement), and end and otherwise calculated and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid in accordance with to the Company's payroll practices for its executive employeesExecutive during the thirty (30) until the earlier of day or one (1) year written notice period, whichever is applicable, if clause the Executive performs no substantial services during such thirty (A)(i30) day or one (1) year written notice period. In addition, all options to purchase common stock of this proviso appliesthe Employer granted to the Executive pursuant to the Employer's Long-Term Incentive Plan shall immediately become Vested Shares as defined in any Stock Option Agreement(s) between the Employer and the Executive, and the second anniversary of Executive shall have one (1) year following the date of termination to exercise any unexercised options held by him as of such Executive's termination, or if clause date. The Employer shall also pay for up to six (A)(ii6) months of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that outplacement services for the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, until the end of Executive obtains full-time employment), to be provided by an outplacement service provider selected by the Term then in effect) and Employer. Additionally, the Executive shall thereafter receive no other compensation or, except as required by law, be entitled to any benefits mandated under COBRA or required under the terms of any kind whatsoeverdeath, insurance, or retirement plan, program, or agreement provided by the Employer and to which the Executive is a party or in which the Executive is a participant. If the Executive elects COBRA continuation coverage for himself and/or his dependents, the Employer shall pay for such coverage for so long as the Executive is eligible for COBRA continuation coverage; it being understood provided however, that no bonus nothing herein shall be payable for construed to extend the year in period of time mandated by statute over which such termination occursCOBRA continuation may otherwise be provided to the Executive and/or his dependents. C. If the Executive's services are terminated pursuant to Paragraph 8D or 8E at any time during the twenty-four (24) month period following a Change in Control, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused current paid time off for which the Executive is eligible. In lieu of any entitlements under Paragraph 9B, the Executive shall be entitled to a single sum payment payable within thirty (30) days after the Executive's termination date and equal to two (2) times his Base Salary, plus two (2) times his annual target performance bonus as determined pursuant to the Employer's Performance Bonus Plan, provided (a) he signs an agreement acceptable to the Employer that (i) waives any rights the Executive may otherwise have against the Employer, (ii) releases the Employer from actions, suits, claims, proceedings and demands related to the period of employment and/or the termination of employment, and (iii) Any sums due contains certain other obligations which shall be set forth at the time of the termination (including, but not limited to, a reaffirmation of the Executive's obligations under Paragraph 10 of this Agreement), and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid to the Executive during the thirty (30) day or one (1) year written notice period, whichever is applicable, if the Executive performs no substantial services during such thirty (30) day or one (1) year written notice period. In addition, all options to purchase common stock of the Employer granted to the Executive pursuant to the provisions Employer's Long-Term Incentive Plan shall immediately become Vested Shares as defined in any Stock Option Agreement(s) between the Employer and the Executive, and the Executive shall have one (1) year following the date of this subsection 6(atermination to exercise any unexercised options held by him as of such date. The Employer shall also pay for up to six (6) months of outplacement services for the Executive (or, if earlier, until the Executive obtains full-time employment), to be provided by an outplacement service provider selected by the Employer. Additionally, the Executive shall be reduced by any sums payable to Executive pursuant entitled to any severance benefits mandated under COBRA or termination pay program maintained required under the terms of any death, insurance, or retirement plan, program, or agreement provided by the CompanyEmployer and to which the Executive is a party or in which the Executive is a participant. If the Executive elects COBRA continuation coverage for himself and/or his dependents, the Employer shall pay for such coverage for so long as the Executive is eligible for COBRA continuation coverage; provided however, that nothing herein shall be construed to extend the period of time mandated by statute over which such COBRA continuation may otherwise be provided to the Executive and/or his dependents. D. If a "change in control" shall occur (bas defined in Section 280G(b)(2)(a)(i) of the Code), and a determination is made by legislation, regulation, ruling directed to the Executive shall not be required to mitigate or the Employer, or court decision, that the aggregate amount of any payment made to the Executive hereunder, or pursuant to any plan, program, or policy of the Employer in connection with, on account of, or as a result of, such change in control constitutes "excess parachute payments" under the Code that are subject to the excise tax provisions of Section 4999 of the Code, or any successor sections thereof, the Executive shall be entitled to receive from the Employer, in addition to any other amounts payable hereunder, an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes, other than interest and penalties imposed by reason of the Executive's failure to file timely a tax return or pay taxes shown due on his return), including, without limitation, any income taxes (and any interest and penalties imposed thereon) and any excise tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the excise tax imposed; provided, however, if the aggregate amount of payments to the Executive, without regard to the Gross-Up Payment, does not exceed one hundred ten percent (110%) of the maximum amount that the Executive could receive without regard to the payments being subject to the excise tax provisions of Section 4999 of the Code (the "Tax Limit"), then (i) no Gross-Up Payment shall be made hereunder, and (ii) the payments shall be reduced to the Tax Limit. All determinations required to be made under this Paragraph 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by the Employer and reasonably acceptable to the Executive which is one of the five largest accounting firms in the United States (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Employer and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been an excess parachute payment, or such earlier time as is requested by the Employer. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. Any Gross-Up Payment, as determined pursuant to this Paragraph 9 shall be paid by the Employer to the Executive within five (5) days of the receipt of the Accounting Firm's determination. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Employer should have been made ("Underpayment") consistent with the calculations required to be made hereunder. In the event that the Employer exhausts its remedies hereunder and the Executive thereafter is required to make a payment of any excise tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Employer to or for the benefit of the Executive. The Executive shall notify the Employer in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Employer of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Employer notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (1) give the Employer any information reasonably requested by the Employer relating to such claim; (2) take such action in connection with contesting such claim as the Employer shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Employer; (3) cooperate with the Employer in good faith in order effectively to contest such claim; and (4) permit the Employer to participate in any proceedings relating to such claim; provided, however, that the Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any excise tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provision of this Paragraph 9D, the Employer shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Employer shall determine. Notwithstanding anything herein to the contrary, if, after the receipt by the Executive of an amount advanced by the Employer pursuant to this Paragraph 9D, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Employer's substantial compliance with the requirements of this Paragraph 9D) promptly pay to the Employer the amount of such refund plus interest at an annual rate equal to the Applicable Federal Rate provided for in this Section 6 by seeking other employment or otherwise1274(d) of the Code from the date the Gross-Up Payment was paid to the Executive until the date of the repayment to the Employer.

Compensation Upon Termination. (ia) If Executive's Employee’s employment is terminated as a result of his Death or Disability, the Company shall pay to Employee, as applicable, the Base Fee, and any accrued but unpaid Bonus and expense reimbursement amounts through the date of the Death or through the date of termination notice due to disability. All warrants not vested at the occurrence of death or disability shall vest in full at such occurrence. (b) If Employee’s employment is terminated by the Board of Directors of the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)for Cause, then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) Employee the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to Base Fee through the date of terminationhis termination and Employee shall have no further entitlement to any other compensation or benefits from the Company. (c) If Employee’s employment is terminated by the Company (or its successor) upon the occurrence of a Change of Control, an amount the Company (the "Severance Payment"or its successor, as applicable) equal shall continue to the aggregate salary payments (based on pay to Employee the Base Salary in effect on Fee, Discretionary Bonus and benefits until the termination dateearlier to occur of (1) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect is one year following such termination. All warrants not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if vested at the time occurrence of a change in control shall vest in full at such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. occurrence. (d) If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's Employee’s employment is terminated prior to by the Nonrenewal Date. (ii) If Executive's employment terminates for any reason Company other than pursuant to subparagraph 5(fas a result of Employee’s death or disability and other than for reasons specified in Sections 9(b) or (c), 5(d)(i), 5(d)(iithen the Company shall continue to pay to Employee the Base Fee and Benefits until the earlier to occur of (1) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effectand (2) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood the date that no bonus shall be payable for the is one year in which following such termination occurstermination. (iiie) Any sums due If this Agreement is terminated pursuant to Section 8(d), Company shall continue to pay to Employee the Base Fee and Benefits until the earlier to occur of (1) the end of the Term and (2) the date that is one year following such termination. All Stock Options that have not vested as of the date of such termination shall be fully vested on the termination date. (f) Upon termination for any reason Company will pay Employee any expense reimbursement amounts owed through the date of termination (g) This Section 9 sets forth the only obligations of the Company with respect to the termination of Employee’s employment with the Company, and Employee acknowledges that, upon the termination of its employment, it shall not be entitled to any payments or benefits which are not explicitly provided in Section 9. (h) The provisions of this subsection 6(a) Section 9 shall be reduced by survive any sums payable to Executive pursuant to any severance or termination pay program maintained by the Companyof this Agreement. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (a) The following payments shall be made upon the Executive’s termination of employment for any reason: (i) earned but unpaid Base Salary through the Executive’s Date of Termination; (ii) any accrued but unpaid vacation; (iii) unreimbursed business expenses owed pursuant to Section 4(d)(iii); and (iv) any amounts payable under any of the Company’s Benefit Plans in accordance with the terms of those plans. All amounts under clauses (i) through (iii) shall be paid in a lump sum on the Executive’s Date of Termination or as soon as administratively practicable thereafter. (b) In the event that the Executive’s employment is terminated pursuant to Sections 5(a)(i) or 5(a)(ii), or by the Executive for any reason pursuant to Section 5(a)(iv), above, the Company shall have no further obligation to the Executive under this Agreement, other than the payments in Section 6(a). (c) If the Executive's ’s employment is terminated by the parties pursuant to Section 5(a)(iii) above, the Executive shall be entitled to receive the compensation the parties specify in any written agreement that the Company and the Executive execute regarding the Executive’s termination. (d) In addition to the payments made under Section 6(a), if the Executive’s employment is terminated by the Company without Cause pursuant to subsection 5(f)Section 5(a)(iv) above, or if Executive shall terminate his employment pursuant to subsection 5(d)(i)the Company shall, 5(d)(iifor a period of nine (9) months following the Date of Termination (the “Severance Period”) or 5(d)(iii), then such greater amount as the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days Compensation Committee of the date such dispute is resolvedBoard of Directors may determine, (i) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments provide to Executive for periods subsequent to the date of terminationsalary continuation, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the at Executive’s Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term rate then in effect, plus and (ii) continue the bonus that would have been payable to Executive for Executive’s coverage under the bonus year Benefit Plans in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled participated immediately prior to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end Date of the fiscal year in which such termination occurs; Termination, provided, however, that if (A) (i) the period from Company cannot continue such coverage, the date of Executive's termination for reasons described in this Section 6(a)(i) Company shall provide or arrange to provide, at its expense, similar coverage to the end Executive. The Severance Period may be increased by the Compensation Committee of the Term Board Directors. Any such increase shall then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of considered the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) purposes of this proviso appliesAgreement. Notwithstanding the forgoing, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term vacation days shall not be applicable if Executive's employment is terminated prior to accrue during the Nonrenewal Datenine (9) month period of severance. (iie) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise. (f) The obligations of the Company to make payments and provide benefits under this Section 6 shall survive the termination of this Agreement.

Compensation Upon Termination. Upon termination of the Executive's employment during the term of this Agreement (iincluding any extensions thereof), the Executive shall be entitled to the following benefits: (a) If the Executive's employment is terminated by the Company pursuant to subsection 5(ffor Cause or Disability or by the Executive (other than for Good Reason or a Limited Period Termination), or by reason of the Executive's death, the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, including (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) vacation pay, (iv) any bonuses or incentive compensation and (v) any previous compensation which the Executive has previously deferred (including any interest earned or credited thereon) (collectively, "Accrued Compensation"). In addition to the foregoing, if Executive shall terminate his the Executive's employment pursuant to subsection 5(d)(i)is terminated by the Company for Disability or by reason of the Executive's death, 5(d)(ii) or 5(d)(iii), then the Company shall pay to the Executive or his beneficiaries an amount equal to the bonus or incentive award that the Executive would have been entitled to receive in respect of the fiscal year in which the Executive's Termination Date occurs had he continued in employment until the end of such fiscal year, calculated as if all performance targets and goals (if applicable) had been fully met by the Company and by the Executive, within 30 as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of such termination which is 365 (ora "Pro Rata Bonus"). Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect. (b) If the Executive's employment by the Company shall be terminated (1) by the Company other than for Cause, if there is death or Disability, (2) by the Executive for Good Reason, or (3) by the Executive as a dispute regarding such terminationLimited Period Termination, within 30 days of then the date such dispute is resolvedExecutive shall be entitled to the benefits provided below: (i) the following amounts, Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus; (ii) The Company shall pay he Executive as severance pay and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of terminationTermination Date, in a single payment an amount (the "Severance Payment") in cash equal to three (3) times the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date sum of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the highest rate in effect at any time of termination, payable in arrears, pro rated for within the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employeesninety (90) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of day period ending on the date the Notice of such Executive's termination, Termination is given (or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated after a Change in Control, the Executive's Base Salary immediately prior to the Nonrenewal Date. Change in Control, if greater) and (B) the "Bonus Amount" (as defined below). Notwithstanding the foregoing, the amount to be paid under this Subsection (ii) If shall be multiplied by a fraction (which in no event shall be greater than one (1) the denominator of which shall be the number of months (for this purpose any partial month shall be considered as a whole month) remaining until the Executive's 65th birthday and the denominator of which shall be thirty-six (36). The term "Bonus Amount" shall mean (x) the greatest amount of any cash bonus or incentive compensation received by the Executive during the three fiscal years immediately preceding the Termination Date or (y) if no such bonus was received by the Executive during any of such three years, then an amount equal to the Executive's maximum bonus which could be awarded for the fiscal year in which the Termination Date occurs had he continued in employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through until the end of the calendar month in which termination occurs such fiscal year, assuming all performance targets and goals (or, if earlier, the end of the Term then in effectapplicable) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained had been fully met by the Company. (b) Executive shall not be required to mitigate Company and by the amount of any payment provided Executive, as applicable, for in this Section 6 by seeking other employment or otherwise.such year;

Compensation Upon Termination. (ia) If Executive's Should the employment is of the Executive be terminated by the Company pursuant to under subsection 5(f(a), (b), (c), or if Executive shall terminate his employment pursuant (g) of Section 5.01 of this Agreement, the Employer’s obligation to subsection 5(d)(i), 5(d)(ii) provide any compensation or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent benefits to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), under this Agreement and the Executive Bonus Plan including, without limitation, those contained in Articles III and IV, shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Companyimmediately terminate. (b) Should the employment of the Executive be terminated under subsection (d), (e) or (f) of Section 5.01 of this Agreement, the Employer shall continue to pay to the Executive his Base Salary, which shall be payable in accordance with the Employer’s regular payroll practices for a period of six months following the date of termination plus the fringe benefits to which the Executive was entitled as an employee of the Employer. Payments to the Executive under this subsection (b) shall be considered severance pay in consideration of the Executive’s past service and in consideration of his continued service from the date hereof. As a condition to such payments, the Executive shall execute such releases of his rights under this Agreement, under the Bonus Plan and pursuant to labor and employment laws as the Employer may reasonably request. The Employer may, at its discretion, withhold from such payments any federal, state, city, county or other taxes. (c) Should the employment of the Executive be terminated under subsection (g) of Section 5.01 of this Agreement, the Employer shall continue compensating Executive in ordinary course during this notice period. However, the Employer may shorten the period of Executive’s remaining employment; in which case Executive’s compensation would end on date of termination. (d) Should the employment of the Executive be terminated under subsection (e) or (f) of Section 5.01 of this Agreement, the Employer shall pay a lump sum equal to six month’s base salary plus the fringe benefits to which the Executive was entitled as an employee of the Employer after six months and one day following the date of termination. As a condition to such payments, the Executive shall execute such releases of his rights under this Agreement, under the Bonus Plan and pursuant to labor and employment laws as the Employer may reasonably request. The Employer may, at its discretion, withhold from such payments any federal, state, city, county or other taxes. (e) Should the employment of the Executive be terminated under subsection (f) of Section 5.01 of the Agreement, all Stock Options and Stock Appreciation Rights that are not exercisable immediately prior to the effective time of the Sale Event shall become fully exercisable as of the effective time of the Sale Event and all other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event, provided that the Executive agrees, if requested by the acquiring company, to continue in a transition role upon mutually agreeable terms and conditions for a period of up to 90 days following such Sale Event at a total annualized compensation level not less than the level of compensation prior to such Sale Event. All Awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Board’s discretion. The Executive will be required given up to mitigate 90 days to exercise his/her exercisable Stock Options, Stock Appreciation Rights and Awards in order to comply with the amount of Company’s ixxxxxx xxxxxxx policy, and the Board will take any payment provided for necessary actions to enable this compliance. These terms supersede any conflicting terms in this Section 6 by seeking other employment or otherwiseEmployer’s various stock option plans.

Compensation Upon Termination. (a) if the employment of the Executive is terminated, pursuant to Section 7(a) hereof, by reason of his death, the Company agrees to pay directly to his surviving spouse, or if his spouse shall not survive him, then to the legal representative of his estate, (i) If for a period of twelve (12) months (commencing with the Termination Date) an amount equal to and payable at the same rate as his then current base salary, and (ii) any payment the Executive's employment is terminated by the Company pursuant to subsection 5(f)spouse, beneficiaries, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall estate may be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance pension or termination pay program employee benefit plan, ESOP or life insurance policy then maintained by the Company. (b) During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, the Executive shall continue to receive his full Base Salary until the Executive returns to his duties or until the Executives employment is terminated pursuant to Section 6 (b) hereof. (c) If the Executives employment shall be terminated for Serious Cause, the Company shall pay the Executive his full base Salary through the Date of Termination a the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Executive under this Agreement. (d) If (i) the Company shall terminate the Executive's employment other than pursuant to Section 6(a) , 6(b) or 6(c) hereof, (it being understood that a purported termination pursuant to Section 6(b) or 6(c) hereof which is disputed and finally determined not to have been proper shall be a termination by the Company without cause) or (ii) the Executive shall terminate his employment for Good Reason as defined in section 6(d) hereof, then in full discharge of the Company's obligation to the Executive, the Company shall continue to pay the Executive his remaining full base Salary (periodically as theretofore paid) the remainder of the Term of employment. (e) Notwithstanding anything in this Agreement to contrary, upon termination of the Executive's employment, the Benefits shall remain in effect and continue to the extent contemplated by the terms of each of he written plans comprising the Benefits. (f) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 8 by seeking other employment or otherwise, nor shall the amount of any payment earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise.

Compensation Upon Termination. (i) A. If the Executive's ’s employment is terminated by the Company pursuant to subsection 5(f)Paragraph 7A, 7B, or if Executive shall terminate his employment pursuant to subsection 5(d)(i)7E, 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue his salary through his final date of active employment plus any accrued but unused current paid time off for which the Executive is eligible. The Executive shall also be entitled to participate in all Company Benefit Plans on any benefits mandated under the same basis as Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or required under the Company's executive employees through terms of any death, insurance, or retirement plan, program, or agreement provided by the end of Employer and to which the fiscal year Executive is a party or in which such the Executive is a participant, including, but not limited to, any short-term or long-term disability plan or program, if applicable. B. Except as otherwise provided in Xxxxxxxxx 0X, 0X or this Paragraph 8B, if the Executive’s employment is terminated pursuant to Paragraph 7C or 7D, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused current paid time off for which the Executive is eligible. The Executive also shall be entitled to a single sum payment payable within thirty (30) days after the Executive’s termination occurs; provideddate and equal to one (1) times his Base Salary, plus one (1) times his annual target performance bonus as determined pursuant to the Employer’s Performance Bonus Plan, provided (a) he signs an agreement acceptable to the Employer that if (A) (i) waives any rights the period from Executive may otherwise have against the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or Employer, (ii) releases the Company gives notice under Section 2 that Employer from actions, suits, claims, proceedings and demands related to the term will not be beyond period of employment and/or the last year termination of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") employment, and (Biii) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may contains certain other obligations which shall be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary set forth at the time of terminationthe termination (including, payable but not limited to, a reaffirmation of the Executive’s obligations under Paragraph 9 of this Agreement), and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid to the Executive during the thirty (30) day or six (6) month written notice period, whichever is applicable, if the Executive performs no substantial services during such thirty (30) day or six (6) month written notice period. In addition, all options to purchase common stock of the Employer granted to the Executive pursuant to the Employer’s Long-Term Incentive Plan shall immediately become Vested Shares as defined in arrearsany Stock Option Agreement(s) between the Employer and the Executive, pro rated for and the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of Executive shall have one (1) if clause (A)(i) of this proviso applies, the second anniversary of year following the date of termination to exercise any unexercised options held by him as of such Executive's termination, or if clause date. The Employer shall also pay for up to six (A)(ii6) months of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that outplacement services for the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, until the end of Executive obtains full-time employment), to be provided by an outplacement service provider selected by the Term then in effect) and Employer. Additionally, the Executive shall thereafter receive no other compensation or, except as required by law, be entitled to any benefits mandated under COBRA or required under the terms of any kind whatsoeverdeath, insurance, or retirement plan, program, or agreement provided by the Employer and to which the Executive is a party or in which the Executive is a participant. If the Executive elects COBRA continuation coverage for himself and/or his dependents, the Employer shall pay for such coverage for so long as the Executive is eligible for COBRA continuation coverage; it being understood provided however, that no bonus nothing herein shall be payable for construed to extend the year in period of time mandated by statute over which such termination occursCOBRA continuation may otherwise be provided to the Executive and/or his dependents. C. If the Executive’s employment is terminated pursuant to Xxxxxxxxx 0X or 7D at any time during the twenty-four (24) month period following a Change in Control, the Executive shall be entitled to his salary through his final date of active employment, plus any accrued but unused current paid time off for which the Executive is eligible. In lieu of any entitlements under Paragraph 8B, the Executive shall be entitled to a single sum payment payable within thirty (30) days after the Executive’s termination date and equal to two (2) times his Base Salary, plus two (2) times his annual target performance bonus as determined pursuant to the Employer’s Performance Bonus Plan, provided (a) he signs an agreement acceptable to the Employer that (i) waives any rights the Executive may otherwise have against the Employer, (ii) releases the Employer from actions, suits, claims, proceedings and demands related to the period of employment and/or the termination of employment, and (iii) Any sums due contains certain other obligations which shall be set forth at the time of the termination (including, but not limited to, a reaffirmation of the Executive’s obligations under Paragraph 9 of this Agreement), and (b) the Employer shall be permitted to offset from the severance pay hereunder any salary paid to the Executive during the thirty (30) day or six (6) month written notice period, whichever is applicable, if the Executive performs no substantial services during such thirty (30) day or six (6) month written notice period. In addition, all options to purchase common stock of the Employer granted to the Executive pursuant to the provisions Employer’s Long-Term Incentive Plan shall immediately become Vested Shares as defined in any Stock Option Agreement(s) between the Employer and the Executive, and the Executive shall have one (1) year following the date of this subsection 6(atermination to exercise any unexercised options held by him as of such date. The Employer shall also pay for up to six (6) months of outplacement services for the Executive (or, if earlier, until the Executive obtains full-time employment), to be provided by an outplacement service provider selected by the Employer. Additionally, the Executive shall be reduced by any sums payable to Executive pursuant entitled to any severance benefits mandated under COBRA or termination pay program maintained required under the terms of any death, insurance, or retirement plan, program, or agreement provided by the CompanyEmployer and to which the Executive is a party or in which the Executive is a participant. If the Executive elects COBRA continuation coverage for himself and/or his dependents, the Employer shall pay for such coverage for so long as the Executive is eligible for COBRA continuation coverage; provided however, that nothing herein shall be construed to extend the period of time mandated by statute over which such COBRA continuation may otherwise be provided to the Executive and/or his dependents. D. If a “change in control” shall occur (bas defined in Section 280G(b)(2)(a)(i) of the Code), and a determination is made by legislation, regulation, ruling directed to the Executive shall not be required to mitigate or the Employer, or court decision, that the aggregate amount of any payment made to the Executive hereunder, or pursuant to any plan, program, or policy of the Employer in connection with, on account of, or as a result of, such change in control constitutes “excess parachute payments” under the Code that are subject to the excise tax provisions of Section 4999 of the Code, or any successor sections thereof, the Executive shall be entitled to receive from the Employer, in addition to any other amounts payable hereunder, an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return), including, without limitation, any income taxes (and any interest and penalties imposed thereon) and any excise tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the excise tax imposed; provided, however, if the aggregate amount of payments to the Executive, without regard to the Gross-Up Payment, does not exceed one hundred ten percent (110%) of the maximum amount that the Executive could receive without regard to the payments being subject to the excise tax provisions of Section 4999 of the Code (the “Tax Limit”), then (i) no Gross-Up Payment shall be made hereunder, and (ii) the payments shall be reduced to the Tax Limit. All determinations required to be made under this Paragraph 8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by the Employer and reasonably acceptable to the Executive which is one of the five largest accounting firms in the United States (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Employer and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been an excess parachute payment, or such earlier time as is requested by the Employer. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. Any Gross-Up Payment, as determined pursuant to this Paragraph 8 shall be paid by the Employer to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Employer should have been made (“Underpayment”) consistent with the calculations required to be made hereunder. In the event that the Employer exhausts its remedies hereunder and the Executive thereafter is required to make a payment of any excise tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Employer to or for the benefit of the Executive. The Executive shall notify the Employer in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Employer of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Employer notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (1) give the Employer any information reasonably requested by the Employer relating to such claim; (2) take such action in connection with contesting such claim as the Employer shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Employer; (3) cooperate with the Employer in good faith in order effectively to contest such claim; and (4) permit the Employer to participate in any proceedings relating to such claim; provided, however, that the Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any excise tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provision of this Paragraph 8D, the Employer shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Employer shall determine. Notwithstanding anything herein to the contrary, if, after the receipt by the Executive of an amount advanced by the Employer pursuant to this Paragraph 8D, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Employer’s substantial compliance with the requirements of this Paragraph 8D) promptly pay to the Employer the amount of such refund plus interest at an annual rate equal to the Applicable Federal Rate provided for in this Section 6 by seeking other employment or otherwise1274(d) of the Code from the date the Gross-Up Payment was paid to the Executive until the date of the repayment to the Employer.

Compensation Upon Termination. Upon termination of the Executive's employment within twenty-four (24) months following a Change in Control of the Corporation, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay to the Executive the following: (i) If Executive's employment is terminated The Corporation shall pay the Executive his full salary (whether such salary has been paid by the Company pursuant Corporation or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to subsection 5(f)which the Executive is entitled as of the Date of Termination under any plan or other arrangement of the Company, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(iiat the time such payments are due; (A) or 5(d)(iii), then the Company The Corporation shall pay to the Executive an amount equal to 1.5 multiplied by the Executive's annualized includable compensation for the base period, within 30 days the meaning of such termination (or, if there is a dispute regarding such termination, within 30 days Section 280G(d)(1) of the date such dispute is resolved) the following amountsInternal Revenue Code of 1986, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount as amended (the "Severance PaymentCode") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, however, that if (A) (i) the period from the date any of Executive's termination for reasons described in this Section 6(a)(i) such payment is or will be subject to the end excise tax imposed by Section 4999 of the Term then in effect Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the "Severance Period") is less than two years or (ii) the Company gives notice largest amount payable under Section 2 this paragraph that the term will would not be beyond subject in whole or in part to the last year Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the term then in effect (the last day of such term is Code. Such payment shall be referred to as the "Nonrenewal DateSeverance Payment.") and (B) In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive is not engaged in regular employment (whether as an employee or as a self-employed person) shall repay the excess to the Corporation at the end time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Corporation shall pay the Executive such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined. (C) In the event that the amount of the Severance Period Payment exceeds or at is less than the Nonrenewal Dateamount initially paid, then at such difference shall constitute a loan by the end of Corporation to the Severance PeriodExecutive, or on by the Nonrenewal Date Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate). (D) The amount of any payment provided for in this subparagraph shall not be reduced, offset or subject to recovery by the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with or the Company's payroll practices Successor by reason of any compensation earned by the Executive as the result of employment by another Corporation after the Date of Termination, or otherwise. (ii) The Corporation shall also pay to the Executive all legal fees and related expenses incurred by the Executive in connection with this Agreement, whether or not the Executive prevails (including, without limitation, 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). (iii) The Corporation shall maintain in full force and effect, for its executive employees) the Executive's continued benefit until the earlier of (1A) if clause (A)(i) of this proviso applies, the second anniversary death of the date of such Executive; (B) the Executive's terminationcommencement of full-time employment with a new Corporation; or (C) twenty-four (24) months following the Operative Date, all life insurance, medical, health and accident, and disability plans, programs or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that arrangements in which the Executive finds regular employment, whether as an employee or as a self-employed personwas entitled to participate immediately prior to the Operative Date, provided that the Company may at any time, in Executive's continued participation is possible under the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time general terms and provisions of such electionplans and programs. In the event that the Executive's participation in any such plan or program is barred, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient shall arrange to elect a majority of provide the Company's Board of Directors. The provision in clause (A)(ii) of Executive with benefits substantially similar to those which the foregoing proviso relating Executive is entitled to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Datereceive under such plans and programs. (iiiv) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 under the Agreement by seeking other employment or otherwise. It is specifically understood that any compensation the Executive receives from the Corporation or any other person for services rendered prior to or after termination of employment, such as a payment under any deferred compensation plan maintained by the Corporation, will not reduce or offset the benefits to which he is entitled hereunder. (A) The Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, divisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Agreement to his devisee, legatee, or other designee or, if there be no such designee, to his estate.

Compensation Upon Termination. In addition to any employee benefits to which Executive is entitled pursuant to Section 2.4 and any reimbursement of business expenses pursuant to Section 2.5 (iwith respect to which Executive and the Company shall reasonably cooperate), Executive shall be entitled to the following upon termination of Employment under this Agreement: (a) If In the event that the Company discharges Executive pursuant to Section 3.4(b) for Cause, or Executive resigns (other than for Good Reason) pursuant to Section 3.5(a), Executive shall be entitled to receive and the Company shall cause to be paid (1) any earned but unpaid Base Salary through the effective date of termination and (2) any award for which a Bonus was earned under the Incentive Plan for any Performance Period which ended prior to the effective date of termination but was not theretofore paid to Executive. (b) In the event that Executive's employment is terminated by the Company pursuant death, Executive's estate or personal representative shall be entitled to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then receive and the Company shall pay cause to be paid (1) any earned but unpaid Base Salary through the date of Executive's death; (2) any award for which a Bonus was earned under the Incentive Plan for any Performance Period which ended prior to the effective date of termination but was not theretofore paid to Executive; (3) continued payment of Executive's then current Base Salary for the ninety (90) day period following the date of his death; (4) an amount equal to the Target Incentive Award established for Executive under the Incentive Plan for the then current Performance Period had Executive's employment not been terminated and had Executive satisfied all Performance Goals established with respect to such Performance Period, within 30 multiplied by a fraction the numerator of which is the number of days in the then current Performance Period under the Incentive Plan occurring prior to and including the date of such termination (orExecutive's death, if there and the denominator of which is a dispute regarding such termination, within 30 the number of days of the date such dispute is resolvedwhole Performance Period; and continued benefits (to the same extent and at the same level as were provided by the Company to Executive's family members immediately prior to Executive's death) under the health insurance plan(s) referenced in Section 2.4(b), for the ninety (90) day period following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal and, to the aggregate salary payments extent permitted pursuant to such health insurance plan(s), for such longer period as to which Executive's beneficiaries pay the cost of coverage thereof. Except as otherwise agreed to between Executive's estate or personal representative and the Company, all such amounts (based on other than health benefits continued pursuant to Section 3.6(b)(5) above, which shall be payable in accordance with the Base Salary terms of the applicable plan) shall be paid by the Company in effect on the termination datea lump sum within thirty (30) that would have been paid to Executive from days after the date of termination Executive's death. (1) Except as provided in Section 3.6(c)(2) below, in the event that the Company discharges Executive pursuant to the end of the Term then in effectSection 3.4(a) other than for Cause or Executive resigns pursuant to Section 3.5(b) for Good Reason, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue receive and the Company shall cause to participate be paid (A) any earned but unpaid Base Salary through the date of termination; (B) any award for which a bonus was earned under the Incentive Plan for any Performance Period which ended prior to the effective date of termination but was not theretofore paid to Executive; continued payment of Executive's then current Base Salary for the twelve (12) month period following the date of termination or, if the date of termination is after the Effective Date, but before the first anniversary of the Effective Date, of the Initial Public Offering, for the number of months following the date of termination through the month including the second anniversary of the Effective Date;(8) (D) an amount equal to the product of (i) the Target Incentive Award established for Executive under the Incentive Plan for the then current Performance Period had Executive's employment not been terminated and had Executive satisfied all Performance Goals established with respect to such Performance Period, multiplied by (ii) a fraction, the denominator of which shall be twelve (12) and the numerator of which shall be twelve (12) unless the date of termination is after the Effective Date, but before the first anniversary of the Effective Date, of the Initial Public Offering, in all Company Benefit Plans on which event the numerator shall be the number of months following the date of termination through the month including the second anniversary of the Effective Date;(9) and (E) continued benefits (to the same basis extent and at the same benefit level as were provided by the CompanyCompany to Executive immediately prior to termination) under the retirement and welfare benefit plans referenced in Section 2.4(a), the health, disability and other insurance plans referenced in Section 2.4(b), and the Policy referenced in Section 2.4(c), for the twelve (12) month period following the date of termination, and, to the extent permitted pursuant to such health insurance plan(s), for such longer period as to which Executive's executive employees through beneficiaries pay the end cost of the fiscal year in which such termination occurscoverage thereof; provided, that if any such plans are terminated, or benefits thereunder reduced or eliminated, during such twelve (A12) month period, or if, as a result of termination or otherwise, Executive ceases to be eligible to participate in any such plans during such twelve (i12) month period, the period from Company shall provide to Executive substitute benefits which are no less favorable to Executive than those received by Executive under such plan(s)(10). Subject to Section 3.8, and except as otherwise agreed to between Executive and the Company, all such amounts (other than the amounts referenced in Section 3.6(c)(1)(C), which shall be paid in accordance with the then current payment policies of the Company for its employees, and the Continuation Benefits referenced in Section 3.6(c)(2), which shall be payable in accordance with the terms of the applicable benefit plan), shall be paid by the Company in a lump sum within thirty (30) days after the date of Executive's termination for reasons described in this Section 6(a)(idischarge or resignation. (2) Notwithstanding anything to the end of contrary in Section 3.6(C)(1) above, in the Term then event that (A) a Change in effect Control occurs and (B) within the "Severance Period"twelve (12) is less month period immediately following the date on which the Change in control occurs, (i) the Company discharges Executive pursuant to Section 3.4(a) other than two years for Cause or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than resigns pursuant to subparagraph 5(f), 5(d)(i), 5(d)(iiSection 3.5(b) or 5(d)(iii)for Good Reason, Executive shall be entitled to receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.-----------------------

Compensation Upon Termination. (ia) If the Executive's ’s employment is terminated as a result of his Death or Disability, the Company shall pay to Opal, as applicable, the Base Fee, Employment taxes and any accrued but unpaid Bonus and expense reimbursement amounts through the date of the Death or Disability. All Stock Options that are scheduled to vest within one calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be deemed to have expired as of such date. (b) If Opal’s employment is terminated by the Board of Directors of the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)for Cause, then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of Opal the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to Base Fee through the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) . All Stock Options that would have been paid to Executive from are vested as of the date of termination shall be retained. All other Stock Options that have been granted shall be deemed to have expired and terminated as of the date of termination and Opal shall have no further entitlement to any other compensation or benefits from the Company. (c) If Opal’s employment is terminated by the Company (or its successor) upon the occurrence of a Change of Control, the Company (or its successor, as applicable) shall continue to pay to Opal the Base Fee, Employment Taxes, Discretionary Bonus and benefits until the earlier to occur of (1) the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether is one year following such termination. All Stock Options that have not vested as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time date of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election termination shall be made by Xxxxxxx X. Xxxxxxx so long accelerated and deemed to have vested as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have of such date. (d) This Section 9 sets forth the power to vote or direct the voting of, shares of the capital stock only obligations of the Company sufficient with respect to elect a majority the termination of Opal’s employment with the Company's Board , and Opal acknowledges that, upon the termination of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term its employment, it shall not be applicable if Executive's employment is terminated prior entitled to the Nonrenewal Dateany payments or benefits which are not explicitly provided in Section 9. (iie) If Executive's In the event that the employment terminates of Executive is terminated for any reason other than pursuant to subparagraph 5(f)as set forth in Section 8 hereof, 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Executive shall immediately receive compensation upon such termination all of the remaining Base Fee, Employment Taxes, Discretionary Bonus and benefits through for the end remaining Term of this Agreement. In addition, all Stock Options that have not vested as of the calendar month in which date of such termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which accelerated and deemed to have vested as of such termination occursdate. (iiif) Any sums due pursuant to the The provisions of this subsection 6(a) Section 9 shall be reduced by survive any sums payable to Executive pursuant to any severance or termination pay program maintained by the Companyof this Agreement. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. Upon termination of Executive's employment during the Employment Term, Executive shall be entitled to the following benefits: (ia) If Executive's employment is terminated by the Company pursuant to subsection 5(f)for Cause, or if by Executive shall terminate his employment pursuant to subsection 5(d)(i)for any reason other than Good Reason, 5(d)(ii) or 5(d)(iii), then the Company shall pay to ExecutiveExecutive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, within 30 days including (i) Base Salary, (ii) accrued but unpaid vacation pay, (iii) any earned or awarded and vested, but unpaid bonus for any fiscal year of the Company ending prior to the year in which such termination occurs and (oriv) any previous compensation which Executive has previously deferred (including any interest earned or credited thereon) (collectively, if there is a dispute regarding such termination, within 30 days of "Accrued Compensation"). Executive's entitlement to any other benefits shall be determined in accordance with the date such dispute is resolved) the following amounts, Company's employee benefit plans and in lieu of any further salary other applicable programs and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term practices then in effect. (b) Subject to Section 7(c), if Executive's employment is terminated by the Company for any reason other than for Cause, death or Disability, or by Executive for Good Reason, the Company shall pay to Executive an amount equal to (i) all Accrued Compensation, plus (ii) 200% of Executive's Base Salary, plus (iii) the bonus that which would have been payable to Executive for under the Management Incentive Plan in respect of the year of the Employment Term in which the Termination Date occurs and calculated as if Executive were employed by the Company as of the end of such year (but, to the extent the bonus year in which is contingent on the achievement of performance targets, based on whether such termination occurs (targets were actually achieved as of the Termination Date) multiplied by a fraction, the numerator of which shall not be discounted the number of days in such year which have elapsed prior to take into account present value), the Termination Date and the denominator of which shall be the number of days in such year. The Company shall also provide outplacement services consistent with outplacement services provided to executive officers in the past; provided, however, no payment shall be made to Executive in lieu of outplacement services. In addition, Executive shall be entitled to continue coverage for twenty-four (24) calendar months following the month on which the Termination Date occurs under the life insurance, medical, dental and hospitalization benefits which Executive would have been entitled to participate in all receive if he had continued his employment with the Company Benefit Plans for such period, on the same basis as the Company's terms and conditions applicable to other executive employees through the end officers of the fiscal year Company as in which effect from time to time during such termination occurs; provided, that if (A) (i) the period from the date of period. Executive's termination for reasons described in this Section 6(a)(i) entitlement to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not any other benefits shall be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid determined in accordance with the Company's payroll employee benefit plans and other programs and practices for its executive employees) until the earlier of (1) if clause (A)(i) of then in effect. All outstanding stock options granted or issued pursuant to this proviso appliesAgreement shall become exercisable, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date vested and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Datenonforfeitable. (iic) If Executive's employment terminates for any reason by the Company is terminated by the Company following a Change of Control other than pursuant to subparagraph 5(f)for Cause, 5(d)(i)death or Disability, 5(d)(ii) or 5(d)(iii)by Executive for Good Reason, then Executive shall receive compensation and benefits through be entitled to the end amounts described in paragraph (b) above, except that in applying clause (iii) thereof, it shall be assumed that the bonus to which the Executive shall be entitled shall be equal to 40% of Base Salary irrespective of the calendar month in Company's performance or the date on which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iiid) Any sums due pursuant to the provisions For purposes of this subsection 6(a) Agreement, a "Change of Control" shall be reduced by mean any sums payable to Executive pursuant to any severance or termination pay program maintained by of the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.following events:

Compensation Upon Termination. (ia) If during the term of this Agreement (including any extensions thereof), the Executive's employment is terminated by the Company for Cause, by reason of the Executive's death or if the Executive gives written notice not to extend the term of this Agreement, the Company's sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to subsection 5(fSection 7(b) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) (collectively, "Accrued Compensation"), or provided, however, that if the Executive shall terminate his employment pursuant -------- ------- gives such written notice not to subsection 5(d)(i)extend, 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate pay the premiums provided for in all Company Benefit Plans on the same basis as the Company's executive employees Section 7(a)(1) through the end of the fiscal calendar year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on occurs. The Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid entitlement to any other benefits shall be determined in accordance with the Company's payroll practices for its executive employeesemployee benefit plans then in effect. (b) until If the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to by the Nonrenewal Date.Company other than for Cause or by the Executive for Good Reason, the Company's sole obligation hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) If Executive's employment terminates the Company shall continue to pay the Executive the Base Salary for any reason other than pursuant a period of one (1) year following the Termination Date; and (iii) the Company shall continue to subparagraph 5(f), 5(d)(i), 5(d)(iipay the premiums provided for in Section 7(a)(1) or 5(d)(iii), Executive shall receive compensation and benefits hereof through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iiic) Any sums due pursuant If the Executive's employment is terminated by the Company by reason of the Executive's Disability, the Company's sole obligation hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) the Company shall continue to pay the provisions Executive 100% of this subsection 6(a) the Base Salary for the first twelve months following the Termination Date, 80% of the Base Salary for the second twelve months following the Termination Date, and 60% of the Base Salary for the third twelve months following the Termination Date; provided, however, that such -------- ------- Base Salary shall be reduced by the amount of any sums payable benefits the Executive receives by reason of his Disability under the Company's relevant disability plan or plans; and (iii) if the Executive is disabled beyond thirty-six (36) months, the Company shall continue to pay the Executive pursuant 60% of Base Salary up to any severance or termination pay program maintained a maximum of $250,000 per year for the period of the Executive's Disability, as defined in the Company's relevant disability plans; provided, however, that such payments shall be reduced by the ----------------- amount of any benefits the Executive receives by reason of his Disability under the Company's relevant disability plan or plans; and (iv) the Company shall continue to pay the premiums provided for in Section 7(a)(1) hereof through the end of the calendar year in which such termination occurs. (bd) If the Executive's employment is terminated by reason of the Company's written notice to the Executive of its decision not to extend the term of this Agreement as contemplated in Section 1 hereof, the Company's sole obligation hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) the Company shall continue to pay the Executive the Base Salary for a period of one (1) year following the expiration of such term; and (iii) the Company shall continue to pay the premiums provided for in Section 7(a)(1) hereof through the end of the calendar year in which the Executive's termination occurs. (e) During the period the Executive is receiving salary continuation pursuant to Section 10(b)(ii), 10(c)(ii) or 10(d)(ii) hereof, the Company shall, at its expense, provide to the Executive and the Executive's beneficiaries medical and dental benefits substantially similar in the aggregate to those provided to the Executive immediately prior to the date of the Executive's termination of employment; provided, however, that the Company's -------- ------- obligation with respect to the foregoing benefits shall be reduced to the extent that the Executive or the Executive's beneficiaries obtains any such benefits pursuant to a subsequent employer's benefit plans. (f) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 Agreement by seeking other employment or otherwiseotherwise and no such payment shall be offset or reduced by the amount of any compensation provided to the Executive in any subsequent employment.

Compensation Upon Termination. (ia) Upon termination of Executive's employment hereunder, he shall be entitled to receive, in any case, any compensation or other amount due to him pursuant to Section 3 or 4 in respect of his employment prior to the Termination Date. (b) If Executive's Executive is discharged "for cause" pursuant to Section 13, except for the payment of any amount required to be made by Section 15(a), from and after the Termination Date, the Company shall have no further obligation to Executive hereunder, including without limitation any obligation pursuant to Section 17. (c) If his employment is terminated by Executive pursuant to Section 14(a) or by the Company other than "for cause" pursuant to subsection 5(f)Section 13, or if Executive he shall terminate his employment pursuant be entitled to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, receive an amount (the "Severance Payment") equal to the aggregate salary payments product of (based on i) the sum of (A) his Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") Termination Date and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated his 4% Bonus for the months in which last Bonus Period ending before the Termination Date (annualized if such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as Bonus Period is other than a self12-employed person, provided that the Company may at any time, in the discretion month fiscal year of the Company's chief executive officer), elect not and (ii) a fraction, the numerator of which is the number of full months remaining in the balance of the Term after the Termination Date and the denominator of which is 120. (d) If his employment terminates pursuant to pay, or elect to discontinue payment of any, Supplemental Severance PaymentsSection 14(b) and, if at the time Executive gives the Company the notice of such electiontermination referred to therein, Xxxxxxx Xxxxxx is the Chief Company has not given to Executive Officer a notice of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officertermination upon his disability pursuant to Section 12 or "for cause" pursuant to Section 13, such election he shall be made by Xxxxxxx X. Xxxxxxx so long entitled to receive, upon the terms and subject to the conditions set forth in Section 16, the Parachute Amount (as Vestar Equity Partnershereinafter defined). (e) Any amount payable to Executive upon termination of his employment hereunder shall be paid promptly, L.P.and in any event within 30 days, together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Termination Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (bf) Executive shall not be required have no obligation hereunder to seek or to accept any other employment after the Termination Date or otherwise to mitigate the payments required to be made by this Section. No compensation or other amount received or receivable by Executive on account of any payment provided for in this Section 6 by seeking other employment or otherwiseengagement after the Termination Date shall be offset against or deducted from any payment required to be made by this Section.

Compensation Upon Termination. A. If the Executive's services are terminated pursuant to Paragraph 6B, 6C or (except as provided in Paragraph 7C) 6D, or the Executive elects to terminate this Agreement at the end of its term pursuant to Paragraph 6A, the Executive shall be entitled to his salary and health and welfare benefits through his final date of active employment, plus any accrued but unused vacation pay. The Executive shall also be entitled to any benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") or required under the terms of any death, insurance, or retirement plan, program, or agreement, or any other plan or arrangement, provided by the Employer and to which the Executive is a party or in which the Executive is a participant, including, but not limited to, any short-term or long-term disability plan or program, if applicable. B. If the Executive's services are terminated by the Employer pursuant to Paragraph 6A or 6E prior to and not in connection with a Change in Control (as defined herein), Executive shall receive (i) If continuation of his final Base Salary for a period ending one year from the date that the term of this Agreement would have expired absent the termination of Executive, (ii) continuation of health and welfare benefits for such period, and (iii) an amount equal to Executive's Target Bonus on all amounts paid pursuant to clause (i) of this Paragraph 7B and all amounts paid to Executive as Base Salary during the then-current term of this Agreement, to be paid within ninety (90) days following the end of each calendar year during the period of Executive's salary continuation under clause (i) of this Paragraph 7B. During the period of Executive's salary contixxxxxxx xxxxx xxxxxx (x) of this Paragraph 7B, all unvested equity-based awards will continue to vest in accordance with their original schedules. Employer's obligations to pay the amounts and furnish the benefits as provided in this Paragraph 7B shall be conditioned upon receipt by Employer of Executive's written release of the Employer from all claims for additional severance payments and benefits and otherwise. C. In the event of a Change in Control, and the subsequent termination, within thirty-six (36) months after the Change in Control, of Executive's employment is terminated by Employer without cause or by Executive for Good Reason, the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant receive (i) a lump sum amount equal to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolveda) the following amounts, and in lieu amount of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effectterm of this Agreement, PLUS (b) Executive's Target Bonus on the amount paid to Executive pursuant to Clause 7C(i)(a), PLUS (c) Executive's final Base Salary, multiplied by two (2), plus (d) the higher of Executive's Target Bonus calculated with respect to the amount paid pursuant to Clause 7C(i)(c) or the highest annual bonus that actually received by Executive during the two most recent years, multiplied by two (2); and (ii) continuation of Executive's health and welfare benefits for a period ending two years from the date upon which the term of this Agreement would have been payable to expired absent the termination of Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through of the end of the fiscal year term of this Agreement. In addition, upon a Change in which such Control, all unvested awards and grants previously made to Executive shall become immediately fully vested and payable (if applicable). For purposes of this Paragraph 7C, "Good Reason" for termination occursof Executive's xxxxxxxxxx xx Xxxxxxxxx shall exist if a Change of Control has occurred and, at any time during the thirty-six (36) months thereafter, any of the following has also occurred: Executive's title, authority or principal duties are reduced, diminished or eliminated; providedExecutive's base salary is reduced; Executive's benefits are diminished; Executive's principal place of employment is relocated more than thirty-five (35) road miles from its then-current location; or Executive's annual bonus opportunity is reduced. For purposes of this Paragraph 7C, that if a "CHANGE IN CONTROL" shall be deemed to have xxxxxxxx xxon: (A1) the acquisition after the date of this Agreement by any "person" (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") (excluding for this purpose, (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end Employer or any subsidiary of the Term then in effect (the "Severance Period") is less than two years Employer or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year any employee benefit plan of the term Employer or of any subsidiary of the Employer or any person or entity organized, appointed or established by the Employer for or pursuant to the terms of any such plan which acquires after the date of this Agreement beneficial ownership of voting securities of the Employer) of ownership of securities of the Employer whereby such person becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Employer representing more than fifty percent (50%) of the combined voting power of the Employer's then outstanding securities; provided, however, that no Change in effect Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Employer; or (2) Richard R. Burt, Henry A. Kissinger, Shmuel Meitar, Xxxxxx X. Xxxis, Xxxxxx X. Xxxxxx, Xxxxxxx X.X. Seitz, James R. Thoxxxxx (xxlxxxxxxxxx, "XXXUXXXXX XXXXCTXXX") xxx xxx xxx directors whose election by the last day Board of Directors or nomination by the Board of Directors for election by the Employer's stockholders was approved by a vote of a least two-thirds (2/3) of the directors then still in office who either are Incumbent Directors or whose election or nomination for election was previously so approved (such term is new directors being referred to as the "Nonrenewal DateSUCCESSOR INCUMBENT DIRECTORS") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) ceasing for any reason to constitute at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect least a majority of the Company's Board of Directors. The provision in clause ; (A)(ii3) the adoption, enactment or effectiveness of any action (including, without limitation, by resolution or by amendment to the Employer's charter or bylaws) that materially limits or diminishes the power or authority of the Employer's board of directors or any committee thereof, if such action has not been approved by a vote of a least two-thirds (2/3) of the foregoing proviso directors then still in office who either are Incumbent Directors or Successor Incumbent Directors; or (4) the consummation of, or the execution of a definitive agreement the consummation of which would result in, a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Employer (a "BUSINESS COMBINATION"), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Employer immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns the Employer, or all or substantially all of the Employer's assets, either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Employer; or (5) the consummation of a complete liquidation or dissolution of the Employer. D. If the Executive is subject to a tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "CODE"), or any successor provision that may be in effect, as a result of "parachute payments" (as that term is defined in Section 280G(b)(2)(A) and (d)(3) of the Code) made pursuant to this Agreement, the Employer shall pay to Executive, in advance, all sums necessary to pay any such tax, plus an amount necessary to gross-up such payments for income and employment taxes relating to continuing such payments after the Nonrenewal Date and such gross-up payments, plus any penalties and interest on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior such taxes (to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained extent caused by the CompanyEmployer). (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i5(D)(I), 5(d)(ii) 5(D)(II), or 5(d)(iii5(D)(III), then the Company shall pay to Executive, within 30 thirty (30) days of the date of such termination (or, if there is a dispute regarding such termination, within 30 thirty (30) days of the date such dispute is resolved) (such date, the "Severance Payment Date"), the following amounts, and amounts (in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination), the greater of(A) an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effecteffect immediately prior to termination, plus or (B) two (2) years' salary, plus, in either case, the bonus that would have been payable to Executive for the bonus year in which such termination occurs Executive's employment terminates (which shall not be discounted to take into account present value)) pro-rated for the months elapsed in such bonus year, and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from second anniversary of the date of that Executive's termination for reasons described in this Section 6(a)(i) to employment with the end of the Term then in effect (the "Severance Period") Company is less than two years or (ii) terminated. If the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Non-renewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self), then on the Non-employed person) at the end of the Severance Period or at the Nonrenewal renewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at on the time of terminationNon-renewal Date, payable in arrears, pro pro-rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Non-renewal Date (the "Supplemental Severance Period") and (2) the date that the Executive finds regular employmentshall, whether as an employee or as a self-employed personwithout charge, provided that the Company may at any time, in the discretion of be continued on the Company's chief executive officer, elect not to pay, or elect to discontinue payment medical reimbursement plans through the end of any, the Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal DatePeriod. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f5(F), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (ia) If the Executive's ’s employment is terminated as a result of his death or Disability, the Company shall pay, within 60 days of such termination, to the Executive or to the Executive’s estate, as applicable, (x) his Base Salary and any accrued but unpaid Bonus and expense reimbursement amounts through the date of his Death or Disability. All Stock Options that are scheduled to vest by the end of the calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be deemed to have expired as of such date. (b) If the Executive’s employment is terminated by the Board of Directors of the Company for Cause, then the Company shall pay, within 60 days of such termination, to the Executive his Base Salary through the date of his termination and the Executive shall have no further entitlement to any other compensation or benefits from the Company. All Stock Options that have not vested as of the date of termination shall be deemed to have expired as of such date. Any Stock Options that have vested as of the date of the Executive’s termination for Cause shall remain exercisable for a period of 90 days. (c) If the Executive’s employment is terminated by the Company pursuant to subsection 5(f), other than as a result of the Executive’s death or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(iiDisability and other than for reasons specified in Sections 10(b) or 5(d)(iii), then the Company shall (i) continue to pay to Executive, within 30 days the Executive his Base Salary for a period of one year following such termination (oror the remaining term under his employment agreement, if there whichever is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amountsgreater, and in lieu of (ii) pay the Executive any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to expense reimbursement amounts owed through the date of termination, an amount . The Company’s obligation under clauses (i) and (ii) in the "Severance Payment") equal preceding sentence shall be subject to offset by any amounts otherwise received by the aggregate salary payments (based on Executive from any employment during the Base Salary in effect on one year period following the termination date) that would have been of his employment ('New Employment"). Specifically, each payment due under this paragraph shall be reduced by the amounts paid to Executive from in connection with New Employment during the date of termination 30 day period prior to such payment; provided however that each amount paid in connection with New Employment shall be used to reduce payments under this paragraph no more than once. All Stock Options that are scheduled to vest by the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (which or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall not be discounted deemed to take into account present value)have expired as of such date. Any Stock Options that have vested as of the date of the Executive’s termination shall remain exercisable for a period of 90 days. (d) This Section 10 sets forth the only obligations of the Company with respect to the termination of the Executive’s employment with the Company, and the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to continue any payments or benefits which are not explicitly provided in Section 10. (e) Upon termination of the Executive’s employment hereunder for any reason, the Executive shall be deemed to participate in all Company Benefit Plans on the same basis have resigned as director of the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to effective as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (iif) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the The provisions of this subsection 6(a) Section 10 shall be reduced by survive any sums payable to Executive pursuant to any severance or termination pay program maintained by the Companyof this Agreement. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (ia) If In the event that the Company terminates the Executive's employment is terminated under this Agreement without "cause" pursuant to Section 7(a)(ii) hereof, the Executive shall be entitled to any unpaid Base Salary, and benefits accrued and earned by her hereunder up to and including the effective date of such termination, which shall be paid by the Company pursuant to subsection 5(f)the Executive within thirty (30) days of the effective date of such termination, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then and the Company shall pay the Executive monthly an amount equal to Executive, within 30 days of such termination one-twelfth (or, if there is a dispute regarding such termination, within 30 days 1/12) of the date such dispute is resolvedBase Salary for a period of six (6) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount months (the "Severance Payment") equal ), payable in accordance with the Company's usual pay practices. Notwithstanding the foregoing, the Company, in its sole discretion, may elect to make the Severance Payment to the aggregate salary payments Executive in one lump sum due within thirty (based on 30) days of the Base Salary in effect on Executive's termination of employment. (b) In the termination date) that would have been paid to Executive from the date event of termination to the end of the Term then in effect, plus the bonus that would have been payable Executive's employment under this Agreement for "cause" pursuant to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present valueSection 7(a)(ii), and or if the Executive voluntarily terminates her employment hereunder, the Executive shall be entitled to continue no further compensation or other benefits under this Agreement, except only as to participate any unpaid Base Salary and benefits accrued and earned by her hereunder up to and including the effective date of such termination. (c) In the event of death of the Executive, Executive's successors and assigns shall be entitled to a portion of any unpaid salary, bonus and benefits accrued and earned by her hereunder up to and including the effective date of such termination. (d) Notwithstanding anything to the contrary in all Company Benefit Plans on the same basis as this Section 8, the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not obligation to pay, or elect and the Executive's right to discontinue payment receive, any compensation under this Section 8, shall terminate upon the Executive's breach of anyany provision of Section 11 hereof. In addition, Supplemental the Executive shall promptly forfeit the Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of Payment received from the Company sufficient to elect a majority of under this Section 8, upon the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits breach of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occursprovision of Section 11 hereof. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (ia) If Executive's Should the employment is of the Executive be terminated by the Company pursuant to under subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii(a) or 5(d)(iii)(c) of Section 8.01 of this Agreement, then the Company shall pay to Executivethe Executive (or his personal representative), within 30 ten (10) business days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to after the date of termination, an amount (the "Severance Payment") a sum equal to the aggregate salary payments (based on the Base amount of Salary in effect on the termination date) that would have been was paid to the Executive from under this Agreement for the one-month period preceding such date of termination, excluding any payments under Article V. (b) Should the employment of the Executive be terminated under subsection (b) or (e) of Section 8.01 of this Agreement, the Executive shall be paid his Salary up to the date of termination and any bonus compensation accrued but unpaid for any prior Employment Year. (c) Should the employment of the Executive be terminated under subsection (d) or (f) of Section 8.01 of this Agreement, the Company shall pay to the Executive, within ten (10) business days after the date of termination, a sum equal to the greater of two (2) times his Salary at the then-effective rate paid to Executive or the remaining term of this Agreement times his Salary at the then-effective rate. (d) Should the employment of the Executive be terminated under subsection (a), (c), (d) or (f) of Section 8.01 of this Agreement, the Company shall pay to the Executive (or his personal representative), in addition to the Salary specified in subsection (a) or (c), as applicable, of this Section 8.02, any bonus compensation accrued but unpaid for any prior Employment Year. Except for a termination as a result of Executive's death, no pro-rated portion of any bonus compensation for the current Employment Year shall be payable. In the event of death, Executive's estate shall be eligible to receive a pro-rated bonus, subject to the terms of the bonus program. Bonus compensation for the prior Employment Year and, in the event of death, the current Employment Year shall be paid within sixty (60) days after the end of such Employment Year. (e) If the Term Company provides notice under Section 1.02 of its intent not to renew without Cause, then the Executive shall receive one hundred percent (100%) of the amount determined under Section 8.02(c); provided, however, that the Executive must continue to work until the last day of the Employment Term. (f) Payments to the Executive under this Section 8.02 shall be considered severance pay in consideration of the Executive's past service and in consideration of his continued service from the date hereof. The Company may, at its discretion, withhold from such payments any federal, state, city, county or other taxes. In the event of the termination of the employment of the Executive for any reason described in Section 8.01 of this Agreement, the severance pay provided for by this Section 8.02 shall constitute the entire obligation of the Company to the Executive and full settlement of any claim under law or in equity that the Executive might otherwise assert against the Company or any of its employees, officers or directors on account of such termination, except for any compensation or other payments to which the Executive may be entitled under any termination benefits or similar agreement then in effecteffect between the Company and the Executive. (g) In order to receive any benefit under this Section 8.02, plus Executive must execute a Release Agreement in the bonus that would have been payable to Executive for form attached as Exhibit A. (h) Notwithstanding any of the bonus year in which such termination occurs (which shall not be discounted to take into account present value)foregoing, and upon his termination, the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid any accrued but unused vacation days in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Datepolicy. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (ia) If the Executive's employment is terminated as a result of his death or Disability, the Company shall pay to the Executive or to the Executive's estate, as applicable, (x) his Base Salary and any accrued but unpaid Bonus and expense reimbursement amounts through the date of his Death or Disability. All Stock Options that are scheduled to vest by the end of the calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be deemed to have expired as of such date. (b) If the Executive's employment is terminated by the Board of Directors of the Company for Cause, then the Company shall pay to the Executive his Base Salary through the date of his termination and the Executive shall have no further entitlement to any other compensation or benefits from the Company. All Stock Options that have not vested as of the date of termination shall be deemed to have expired as of such date. Any Stock Options that have vested as of the date of the Executive's termination for Cause shall remain exercisable for a period of 90 days. (c) If the Executive's employment is terminated by the Company pursuant to subsection 5(f), other than as a result of the Executive's death or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(iiDisability and other than for reasons specified in Sections 10(b) or 5(d)(iii), then the Company shall (i) continue to pay to the lesser of the Executive, within 30 days 's Base Salary for a period of one year following such termination (or, if there is a dispute regarding such termination, within 30 days of or the date such dispute is resolved) the following amountsremaining term under his employment agreement, and in lieu of (ii) pay the Executive any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to expense reimbursement amounts owed through the date of termination, an amount . The Company's obligation under clauses (i) and (ii) in the "Severance Payment") equal preceding sentence shall be subject to offset by any amounts otherwise received by the aggregate salary payments (based on Executive from any employment during the Base Salary in effect on one year period following the termination date) of his employment. All Stock Options that would have been paid are scheduled to Executive from the date of termination to vest by the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (which or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall not be discounted deemed to take into account present value)have expired as of such date. Any Stock Options that have vested as of the date of the Executive's termination shall remain exercisable for a period of 90 days. (d) This Section 10 sets forth the only obligations of the Company with respect to the termination of the Executive's employment with the Company, and the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to continue any payments or benefits which are not explicitly provided in Section 10. (e) Upon termination of the Executive's employment hereunder for any reason, the Executive shall be deemed to participate in all Company Benefit Plans on the same basis have resigned as director of the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to effective as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (iif) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the The provisions of this subsection 6(a) Section 10 shall be reduced by survive any sums payable to Executive pursuant to any severance or termination pay program maintained by the Companyof this Agreement. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (a) If Company terminates this Agreement without Cause pursuant to Section 7(a)(i) hereof or if Executive voluntarily terminates this Agreement for Good Reason (as defined below) then (i) If Executive's employment is terminated by the Company pursuant shall pay to subsection 5(f)Executive within thirty (30) days after the effective date of such termination any unpaid Base Salary accrued and earned by him hereunder up to and including the termination date, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination on the Severance Payment Date (oras defined below), if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") lump sum payment equal to two times the aggregate salary payments (based on the Executive’s annual Base Salary in effect on as of the termination date (the “Severance Payment”), and (iii) Executive’s outstanding stock options shall accelerate and become fully vested and exercisable for a period of ninety (90) days following the termination date) that would have been paid to Executive from the date . Notwithstanding any other provision of termination this Agreement to the end of the Term then in effectcontrary, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (iCompany’s obligations under this Section 8(a) shall be contingent on Executive executing and delivering to Company a general release of claims, substantially in the period from form attached hereto as Exhibit A. For purposes of this Agreement, the “Severance Payment Date” shall be the date of Executive's termination for reasons described in this Section 6(a)(i) to that is 30 days after the end effective date of the Term then in effect termination of employment, unless the Executive has been designated as a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then “Code”), in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the which case may it shall be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second six month anniversary of the effective date of such Executive's termination, or if clause (A)(ii) the termination of employment. For purposes of this proviso appliesAgreement, “Good Reason” means the first anniversary occurrence of any of the Nonrenewal Date and following events: (2a) the date that the Executive finds regular employmenta substantial adverse change, whether as an employee or as a self-employed person, provided that the Company may at any timenot consented to by Executive, in the discretion nature or scope of the Company's chief executive officerExecutive’s responsibilities, elect not to payauthorities or duties hereunder, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required a substantial involuntary reduction in Executive’s Base Salary except for an across-the-board salary reduction similarly affecting all or substantially all employees, (c) the relocation, without the Executive’s consent, of Executive’s principal place of employment to mitigate the amount another location of any payment provided for in this Section 6 by seeking other employment or otherwise.Company outside a

Compensation Upon Termination. (ia) The Employee may terminate the Term of Employment at any time by giving at least three (3) month's prior written notice to the Corporation. If Executive's employment the Employee provides less than three (3) months' notice, he shall not be entitled to any bonus compensation for the fiscal year in which termination occurs. In the event that the Term of Employment is terminated by the Company pursuant to subsection 5(fthis Section 4(a), or if Executive the Employee shall terminate his employment pursuant be entitled only to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further base salary and bonus any other amounts earned or other incentive compensation payments accrued by or otherwise owing to Executive for periods subsequent to the Employee but not yet paid as of the date of termination, an amount a pro rata for the portion of the current fiscal through the date of termination (the "Severance Payment") equal subject to the aggregate preceding sentence), and any other benefits to which the Employee or his beneficiaries may be entitled under the applicable benefit plans and policies of the Corporation. (b) The Corporation may terminate the Term of Employment at any time by giving at least 30 days' prior written notice to the Employee, if without cause, or effective immediately on notice, if with cause (after compliance with the provisions of Section 5). In the event of such termination by the Corporation (except pursuant to Section 5 hereunder), and subject to the Employee's continued compliance with Sections 6, 7 and 8, the Employee shall be entitled to: (i) base salary payments through the date of termination of his employment; (based on ii) base salary, at the Base Salary annualized rate in effect on the termination date) that would have been paid to Executive from the date of termination of employment (or in the event a reduction in base salary is the basis for a termination pursuant to Section 4(c) below, then the base salary in effect immediately prior to such reduction), for the balance of the initial four-year term of this Agreement, or for a period of 24 months following such termination, whichever period is longer (the "Continuation Period"), payable at the same regular intervals as in effect prior to the end of the Term then in effect, plus the termination; (iii) an annual bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs and each subsequent full fiscal year during the Continuation Period, in an amount equal to the targeted bonus for the year in which termination occurs; provided, that if payable annually at the applicable time under Section 3(b); (Aiv) (i) a prorated such bonus for any portion of the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to Continuation Period following the end of the last fiscal year referred to in clause (iii) above, payable within sixty (60) days after the end of the Continuation Period; (v) forgiveness of any unpaid principal amount under the loan referred to in Section 3(j), effective on the date of termination; (vi) any other amounts earned, accrued or owing to the Employee but not yet paid as of the date of termination; and (vii) continued participation in all medical, dental, hospitalization and life insurance coverage plans or programs in which he was participating on the date of the termination of his employment until the end of the Continuation Period; provided that the Corporation's obligations under this clause shall be reduced to the extent that the Employee is eligible for similar coverage and benefits under the plans and programs of a subsequent employer or has similar coverage under a governmental plan. (c) In the event that any of the following events occur, the Employee may terminate the Term of Employment by giving 30 days' prior written notice to the Corporation, and if the event giving rise to such right has not been cured within such 30-day period, the Employee shall thereupon be entitled to the payments, entitlements and benefits provided in Section 4(b) above as if the Corporation had terminated the Term of Employment pursuant to Section 4(b) above: (i) a reduction in the Employee's then in effect current base salary or targeted bonus or the termination or material reduction of any employee benefit or perquisite to which he is then entitled (other than as part of an across-the-board reduction of such benefit or perquisite applicable to executive officers of the "Severance Period") is less than two years or Corporation generally); (ii) the Company gives notice under Section 2 that failure to continue the term will not be beyond the last year Employee as Chief Executive Officer and a director of the term then in effect Corporation or removal of him from either such position; (the last day of such term is referred to as the "Nonrenewal Date"iii) and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, material diminution in the discretion Employee's duties or the assignment to the Employee of duties which are materially inconsistent with his duties or which materially impair the CompanyEmployee's chief executive officer, elect not ability to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is function as the Chief Executive Officer of the CompanyCorporation; or (iv) the failure of the Corporation to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Corporation within 15 days after a merger, consolidation, sale or similar transaction. (d) In the event that the aggregate of all payments or benefits made or provided to the Employee following a change in control of the Corporation under this Agreement and under all other plans and programs of the Corporation (the "Aggregate Payment") is determined to include an excess parachute payment, as such term is defined in Section 280G(b)(1) of the Internal Revenue Code, the Corporation shall pay to the Employee, prior to the time any excise tax imposed by Section 4999 of the Internal Revenue Code ("Excise Tax") is payable with respect to such excess parachute payment, an additional amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on the excess parachute payment. If Xxxxxxx Xxxxxx is not then Chief Executive OfficerThe determination of whether the Aggregate Payment includes an excess parachute payment and, such election if so, the amount to be paid to the Employee and the time of payment pursuant to this Section 4(d) shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partnersan independent auditor (the "Auditor") jointly selected by the Corporation and the Employee and paid by the Corporation. The Auditor shall be a nationally recognized United States public accounting firm which has not, L.P.during the two years preceding the date of its selection, together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares acted in any way on behalf of the capital stock Corporation or any affiliate thereof. If the Employee and the Corporation cannot agree on the firm to serve as the Auditor, then the Employee and the Corporation shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. (e) In the event of any termination of employment under this Section 4, the Company sufficient Employee shall be under no obligation to elect a majority of seek other employment and there shall be no offset against amounts due the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date Employee under this Agreement on account of the Company's failure any remuneration attributable to extend the Term shall not be applicable if Executive's any subsequent employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, that he may obtain except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment specifically provided for in this Section 6 by seeking other employment or otherwise4.

Compensation Upon Termination. (ia) If Executive's Employee’s employment is terminated as a result of his Death or Disability, the Company shall pay to Employee, as applicable, the Base Fee through the date of the Death or through the date of termination notice due to disability plus any amounts owed to Employee hereunder that are accrued and unpaid. (b) If Employee’s employment is terminated by the Board of Directors of the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)for Cause, then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) Employee the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to Base Fee through the date of terminationhis termination and Employee shall have no further entitlement to any other compensation or benefits from the Company, an amount (provided that the "Severance Payment") equal Compensation Committee shall determine what, if any, accrued but unpaid amounts owed to the aggregate salary payments Employee hereunder shall be paid to the Employee. (based on c) If Employee’s employment is terminated upon the occurrence of a Change of Control, the Company (or its successor, as applicable) shall pay in one lump sum to Employee any amounts owed to Employee hereunder that are accrued and unpaid plus the Base Salary in effect on the termination date) Fee that would have been paid be earned through the end of the Term. (d) If Employee’s employment is terminated by the Company other than as a result of Employee’s death or disability and other than for reasons specified in Sections 9(b) or (c), then the Company shall continue to Executive from pay to Employee the date of termination to Base Fee and benefits until the end of the Term then and shall pay in effect, plus the bonus one lump sum any amounts owed to Employee hereunder that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), are accrued and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through unpaid at the end of the fiscal year in which such termination occurs; providedTerm. (e) If this Agreement is terminated pursuant to Section 8(d), that if (A) (i) the period from Company shall continue to pay to Employee the date of Executive's termination for reasons described in this Section 6(a)(i) to Base Fee and benefits until the end of the Term then and shall pay in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 one lump sum any amounts owed to Employee hereunder that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") are accrued and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) unpaid at the end of the Severance Period or at Term. (f) Upon termination for any reason Company will pay Employee any expense reimbursement amounts owed through the Nonrenewal Date, then at date of termination. (g) This Section 9 sets forth the end only obligations of the Severance Period, or on Company under this Agreement with respect to the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time termination of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance Employee’s employment with the Company's payroll practices for its executive employees) until , and Employee acknowledges that, upon the earlier termination of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular his employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term he shall not be applicable if Executive's employment is terminated prior entitled to the Nonrenewal Dateany payments or benefits which are not explicitly provided in Section 9. (iih) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the The provisions of this subsection 6(a) Section 9 shall be reduced by survive any sums payable to Executive pursuant to any severance or termination pay program maintained by the Companyof this Agreement. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise. (c) Section 6 of the employment contract of Executive with Faberge, Incorporated, dated February 1, 1989, as amended through the date hereof, is incorporated herein by this reference, as are all the defined terms in said contract to the extent that they relate to Section 6 thereof. Said provision shall apply notwithstanding anything to the contrary in this agreement.

Compensation Upon Termination. (a) If the Executive’s employment is terminated as a result of his death, the Company shall pay to the Executive’s estate (i) his Base Salary in accordance with the Company’s regular payroll schedule owed the Executive through the date which is twelve (12) months after his death and (ii) any expenses reimbursement amounts owed the Executive through the date of his death. Additionally, Executive’s then outstanding unvested time-based Company stock option awards shall become incrementally vested on an accelerated basis as if Executive’s termination date occurred six (6) months later. If the Executive's ’s employment is terminated as a result of his Disability, the Company shall pay to the Executive any expenses reimbursement amounts owed the Executive through the date of his Disability. Additionally, Executive’s then outstanding unvested time-based Company stock option awards shall become incrementally vested on an accelerated basis as if Executive’s termination date occurred six (6) months later. (b) If the Executive’s employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)Board for Cause, then the Company shall pay to the Executive his Base Salary and any expense reimbursement amounts owed the Executive, within 30 days as of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's ’s termination for reasons described in this Section 6(a)(i) of employment. The Executive shall have no further entitlement hereunder to any other compensation or benefits from the Company, except to the end extent otherwise provided by law. (c) If the Executive’s employment is terminated (i) at the expiration of the Term then without either (A) an offer by the Company to renew Executive’s employment pursuant to an employment agreement on terms and conditions that are either the same (except with respect to Section 4(d), which shall no longer apply) or better than as set forth in effect this Agreement or (B) renewal of Executive’s employment pursuant to a new employment agreement executed by Executive and the "Severance Period") is less than two years Company, or (ii) by the Executive for Good Reason, or (iii) by the Company gives notice under Section 2 that the term will not be beyond the last year of the term then other than for reasons specified in effect Sections 8(a) or 8(b), then: (the last day of such term is referred to as the "Nonrenewal Date"A) and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") continue to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid pay in accordance with the Company's ’s regular payroll practices schedule Executive’s Base Salary for its executive employeesa period of twelve (12) until months following the earlier termination of Executive’s employment; (1B) the Company shall pay the cost (to the same extent that the Company was doing so immediately before Executive’s termination date) for the employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the lesser of: (x) a period of twelve (12) months following the termination of Executive’s employment, or (y) Executive becomes eligible for group insurance benefits from another employer, provided that Executive timely elects COBRA coverage (“COBRA Benefits”); (C) the Company shall pay any expenses reimbursement amounts owed the Executive through the date of his termination; and (D) Executive’s then outstanding unvested time-based Company stock option awards shall become automatically vested as of the termination date. (d) Executive agrees (i) at any time either before or during the period of time he is receiving COBRA Benefits under subsection (B) to Section 9(c), to inform the Company promptly in writing if clause Executive becomes eligible to receive group health coverage from another employer; and (A)(iii) that Executive may not increase the number of his designated dependents, if any, during this time unless Executive is permitted to do so under COBRA and does so at his own expense. The period of such COBRA Benefits shall be considered part of Executive’s COBRA coverage entitlement period. (e) Notwithstanding anything to the contrary, in order to receive any payments or benefits under Section 9(a) or Section 9(c) as applicable, Executive or Executive’s estate, as applicable, must timely execute and deliver (and not revoke) a separation agreement and general release of claims (the “Release”) in favor of the Company, any affiliates or related entities, and their employees and affiliates, in the form and content provided by the Company, within the time period specified in the Release, but in no event after the 60th day following Executive’s termination date; provided, however, that if the salary continuation benefit is triggered under Section 9(a) or Section 9(c), as applicable, the Company shall pay Executive’s Base Salary during the 60-day period following Executive’s termination date on the Company’s regularly scheduled payroll dates. The Company’s obligation to pay Executive any further salary continuation payments after the 60-day period, as well as any other payments or benefits specified under Section 9(a) or Section 9(c), shall terminate if the Release is not effective and is no longer subject to revocation on the 60th day following Executive’s termination date. (f) This Section 9 sets forth the only obligations of the Company with respect to the termination of the Executive’s employment with the Company, and the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits from the Company which are not explicitly provided in Section 9. Additionally, for avoidance of doubt, the payments and benefits that may be provided under Sections 9(a) or 9(c) above shall not be provided more than once and if payments and benefits are provided under any of these subsections, then no payments or benefits will otherwise be provided again under any of these subsections. (g) Upon the termination of the Executive’s employment hereunder for any reason, the Executive shall be deemed to have resigned as an officer and as a director (if applicable) of this proviso appliesthe Company, the second anniversary effective as of the date of such Executive's termination, or if clause . (A)(iih) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock The obligations of the Company sufficient to elect a majority of that arise under this Section 9 shall survive the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) expiration or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which earlier termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the CompanyAgreement. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (i) If Executive's employment In the event the Executive is terminated by the Company pursuant to subsection 5(f)“For Cause” as set forth in Section 4(b) above, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue receive only his Base Salary and, subject to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end terms of the fiscal year in which such termination occurs; providedapplicable plan, that if (A) (i) program or policy, the period from benefits and expense reimbursements as have been earned by him through the date of his termination. In the event the Executive's termination for reasons described in this Section 6(a)(i) ’s employment terminates due to the end of Executive’s death as set forth in Section 4(a)(i) above, the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not Executive’s estate shall be beyond the last year of the term then in effect (the last day of such term is referred entitled to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's receive only his Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of as has been earned by him through the date of such Executive's his termination, any Annual Incentive Bonus for the prior calendar year that was not paid at the date of termination and, subject to the terms of the applicable plan, program or if clause (A)(ii) of this proviso appliespolicy, the first anniversary of the Nonrenewal Date benefits and (2) expense reimbursements as have been earned by him through the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Datehis termination. (ii) If In the event the Executive's ’s employment terminates for any reason other than pursuant to subparagraph 5(fis terminated (A) “Without Cause” as set forth in Section 4(a)(ii), 5(d)(iabove, or (B) for “Good Reason” as set forth in Section 4(d), 5(d)(ii) or 5(d)(iii)above, the Executive shall receive compensation be entitled to his Base Salary and, subject to the terms of the applicable plan, program or policy, the benefits and benefits expense reimbursements as have been earned by him through the end date of his termination, plus any Annual Incentive Bonus for the prior calendar month year that was not paid at the date of termination and severance pay in which termination occurs an amount equal to the greater of (or, if earlier, I) the end sum of one times the Term Executive’s annual Base Salary (at the rate then in effect) and shall thereafter receive no other compensation or, except plus the target amount of the Annual Incentive Bonus (as required set by law, any benefits the Board of any kind whatsoever; it being understood Directors or the Compensation Committee for the calendar year in which the Executive’s termination occurs) or (II) the sum of the Executive’s annual Base Salary (at the rate then in effect) that no bonus shall be would have been payable for the remaining Term, plus the target amount of the Annual Incentive Bonus (as set by the Board of Directors or the Compensation Committee for the calendar year in which such the Executive’s termination occurs. ) for the year of termination and each subsequent year of the remaining Term, with such aggregate amount paid as salary continuation in substantially equal installments over the twelve (iii12) Any sums due month period following the date of termination in accordance with the Bank’s customary payroll practices regarding the payment of base salary to executives but no less frequently than monthly (i.e., as if the Executive were still employed and receiving Base Salary pursuant to the provisions Section 3(a) of this subsection 6(a) Agreement). Payments under this section are subject to the Executive’s compliance with Section 9 of the Agreement. Subject to any delay required by Section 8 below (“Section 409A”), the first payment shall be reduced by any sums payable to Executive pursuant to any severance made on the next pay date that is at least 7 days following the later of the expiration of the revocation period under the Release or the Bank’s receipt of the signed Release and shall include all installments that would have been paid earlier had the installment stream commenced immediately following the termination pay program maintained by the Companydate. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (a) The following payments shall be made upon the Executive’s termination of employment for any reason: (i) earned but unpaid Base Salary through the Executive’s Date of Termination; (ii) any accrued but unpaid vacation; (iii) unreimbursed business expenses owed pursuant to Section 4(d)(iii); and (iv) any amounts payable under any of the Company’s Benefit Plans in accordance with the terms of those plans. All amounts under clauses (i) through (iii) shall be paid in a lump sum on the Executive’s Date of Termination or as soon as administratively practicable thereafter. (b) In the event that the Executive’s employment is terminated pursuant to Sections 5(a)(i) or 5(a)(ii), or by the Executive for any reason pursuant to Section 5(a)(iv), above, the Company shall have no further obligation to the Executive under this Agreement, other than the payments in Section 6(a). (c) If the Executive's ’s employment is terminated by the parties pursuant to Section 5(a)(iii) above, the Executive shall be entitled to receive the compensation the parties specify in any written agreement that the Company and the Executive execute regarding the Executive’s termination. (d) In addition to the payments made under Section 6(a), if the Executive’s employment is terminated by the Company without Cause pursuant to subsection 5(f)Section 5(a)(iv) above, or if Executive shall terminate his employment pursuant to subsection 5(d)(i)the Company shall, 5(d)(iifor a period of six (6) months following the Date of Termination (the “Severance Period”) or 5(d)(iii), then such greater amount as the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days Compensation Committee of the date such dispute is resolvedBoard of Directors may determine, (i) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments provide to Executive for periods subsequent to the date of terminationsalary continuation, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the at Executive’s Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term rate then in effect, plus and (ii) continue the bonus that would have been payable to Executive for Executive’s coverage under the bonus year Benefit Plans in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled participated immediately prior to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end Date of the fiscal year in which such termination occurs; Termination, provided, however, that if (A) (i) the period from Company cannot continue such coverage, the date of Executive's termination for reasons described in this Section 6(a)(i) Company shall provide or arrange to provide, at its expense, similar coverage to the end Executive. The Severance Period may be increased by the Compensation Committee of the Term Board Directors. Any such increase shall then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of considered the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) purposes of this proviso appliesAgreement. Notwithstanding the forgoing, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term vacation days shall not be applicable if Executive's employment is terminated prior to accrue during the Nonrenewal Datesix (6) month period of severance. (iie) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise. (f) The obligations of the Company to make payments and provide benefits under this Section 6 shall survive the termination of this Agreement.

Compensation Upon Termination. (ia) If In the event that the Company terminates the Executive's employment is terminated under this Agreement without "cause" pursuant to Section 7(a)(ii) hereof, the Executive shall be entitled to any unpaid Base Salary, and benefits accrued and earned by him hereunder up to and including the effective date of such termination, which shall be paid by the Company pursuant to subsection 5(f)the Executive within thirty (30) days of the effective date of such termination, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then and the Company shall pay the Executive monthly an amount equal to Executive, within 30 days of such termination one-twelfth (or, if there is a dispute regarding such termination, within 30 days 1/12) of the date such dispute is resolvedBase Salary for a period of six (6) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount months (the "Severance Payment") equal ), payable in accordance with the Company's usual pay practices. Notwithstanding the foregoing, the Company, in its sole discretion, may elect to make the Severance Payment to the aggregate salary payments Executive in one lump sum due within thirty (based on 30) days of the Base Salary in effect on Executive's termination of employment. (b) In the termination date) that would have been paid to Executive from the date event of termination to the end of the Term then in effect, plus the bonus that would have been payable Executive's employment under this Agreement for "cause" pursuant to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present valueSection 7(a)(ii), and or if the Executive voluntarily terminates his employment hereunder, the Executive shall be entitled to continue no further compensation or other benefits under this Agreement, except only as to participate any unpaid Base Salary and benefits accrued and earned by him hereunder up to and including the effective date of such termination. (c) In the event of death of the Executive, Executive's successors and assigns shall be entitled to a portion of any unpaid salary, bonus and benefits accrued and earned by him hereunder up to and including the effective date of such termination. (d) Notwithstanding anything to the contrary in all Company Benefit Plans on the same basis as this Section 8, the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not obligation to pay, or elect and the Executive's right to discontinue payment receive, any compensation under this Section 8, shall terminate upon the Executive's breach of anyany provision of Section 11 hereof. In addition, Supplemental the Executive shall promptly forfeit the Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of Payment from the Company sufficient to elect a majority of under this Section 8, upon the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits breach of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occursprovision of Section 11 hereof. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (1) If the Employee voluntarily terminates this Agreement, or if the Company terminates this Agreement for Cause pursuant to paragraph (1) of Section 3(b), the Company will be obligated to pay the Employee only Base Salary as may be due and owing or otherwise accrued through the Termination Date and all other non-contingent compensation earned and accrued up through the Termination Date. Such Base Salary will be paid in one lump sum within ten (10) business days of the Termination Date. (2) If this Agreement terminates pursuant to paragraph (2) of Section 3(b), the Company will be obligated to pay the Employee: (i) If Executive's employment is terminated by Base Salary as may be due and owing or otherwise accrued through the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(iiTermination Date; (ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an additional amount (the "Severance Payment") equal to the aggregate salary payments (based on the Employee's Base Salary for a period of three (3) months following the Termination Date at the rate in effect on the termination date) that would have been paid to Executive from the date of termination Termination Date, less any life insurance or disability insurance payments made to the end Employee or his personal representative pursuant to insurance policies maintained by the Company for the benefit of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs Employee; and (which shall not be discounted to take into account present value), iii) all other non-contingent compensation earned and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees accrued up through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Termination Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's . Such Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and non-contingent compensation will be paid in accordance with the Company's payroll practices for its executive employeespractices, as in effect from time to time. (3) until If the earlier of Company terminates this Agreement pursuant to paragraph (1) if clause (A)(i3) of this proviso appliesSection 3(b), the second anniversary Company will be obligated to pay the Employee (i) Base Salary as may be due and owing or otherwise accrued through the Termination Date; (ii) an additional amount equal to the Employee's Base Salary for a period of three (3) months following the Termination Date or, if shorter, the balance of the date of such Executive's terminationTerm had his employment not been so terminated, or if clause at the rate in effect on the Termination Date, as a severance payment (A)(ii) of this proviso applies, which sum the first anniversary of the Nonrenewal Date Employee agrees is fair and reasonable); and (2ii) all other non-contingent compensation earned and accrued up through the date that the Executive finds regular employment, whether as an employee or as a selfTermination Date. Such Base Salary and non-employed person, provided that the Company may at any time, contingent compensation will be paid in the discretion of accordance with the Company's chief executive officerpayroll practices, elect not as in effect from time to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Datetime. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (i) a. If Executive's employment the Term of Employment is terminated pursuant to Paragraph 8(a), 8(b), 8(c), or 8(g), Executive shall not be entitled to receive any compensation or benefits after the date of such termination except for any unpaid Base Salary and benefits earned and/or accrued up to the effective date of such termination notice and any health insurance benefits required by applicable law. b. If the Term of Employment is terminated by the Company parties pursuant to subsection 5(f)Paragraph 8(d) hereof, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue receive such compensation as may be specified in a written agreement, if any, between Company and Executive regarding Executive's termination. c. If, within six (6) months of a Change in Control (as defined in subparagraph 8(f)(4) above), the Term of Employment is terminated pursuant to participate in all Company Benefit Plans on subparagraph 8(e), Executive will receive salary continuation and continuation of health insurance coverage and disability insurance coverage at the same basis as levels and at the Company's executive employees through the end of the fiscal year in which same times provided to Executive prior to such termination occurs; provided, that if (A) (i) the period from the date of Executive's such termination for reasons described in this Section 6(a)(iuntil the earlier of (i) to the end of the Term then in effect (the "Severance Period") is less than two years June 30, 2002 or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day third anniversary of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as termination but at least for a self-employed person) at the end period of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the 18 months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of from the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) Such salary continuation shall be reduced by any sums payable compensation received by Executive as a result of services rendered as an employee or independent contractor during such period. Benefit continuation will cease prior to the conclusion of such period in the event Executive is eligible for comparable benefits from another entity, in which case benefit continuation shall cease on the date such comparable benefits become available. Such salary continuation shall be provided at Executive's Base Salary rate then in effect and shall be subject to required withholdings; provided, however, that if the Executive would be subject to the excise tax imposed under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") on account of receiving the compensation provided for under this section 9(c), the rate at which the Executive's salary shall be continued under this section 9(c) shall be reduced to the maximum rate that will allow the Executive to receive all of the compensation provided for under this section 9(c) without being subject to the excise tax imposed under section 4999 of the Code. d. If the Term of Employment is terminated by Company pursuant to Paragraph 8(e) (other than under circumstances set forth in 9(c) hereof) or by Executive pursuant to Paragraph 8(f), Company shall provide to Executive salary continuation and continuation of health insurance coverage and disability insurance coverage at the same levels and at the same times provided to Executive prior to such termination for a period of eighteen (18) months. Such salary continuation shall be reduced by any severance compensation received by Executive as a result of services rendered as an employee or termination pay program maintained by independent contractor during such period. Benefit continuation shall cease prior to the Companyconclusion of such eighteen (18) month period in the event Executive is eligible for comparable benefits from another entity, in which case benefit continuation shall cease on the date such comparable benefits become available. Such salary continuation shall be provided at Executive's Base Salary rate then in effect and shall be subject to required withholdings. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. (i) If Executive's employment In the event this Agreement is terminated by the Company pursuant to subsection 5(f)Section 7, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to ExecutiveEmployee his then current Base Salary, within 30 days prorated through the Employee's last day of employment with the Company (the "Termination Date") and solely those additional bonuses that had been declared or fully earned by Employee prior to such termination (or"Earned Bonuses"), but had not yet received Earned Bonuses, and any accrued vacation days through the Termination Date pursuant to Section 5 (the "Termination Pay"). Except as set forth below, all employment compensation and benefits shall cease as of the Termination Date. In addition to the foregoing: (a) In the event that such termination arises under Section 7(a), Employee's estate shall be entitled to receive severance compensation equal to such amount of Employee's then current Base Salary as would have been paid over an additional thirty (30) day period; (b) Employee recognizes that this Agreement and Employee's employment with the Company may be terminated at any time by the Company prior to the expiration of the Term (the "Expiration Date") "without cause" and nothing contained herein shall require that the Company continue to employ the Employee until the Expiration Date ; notwithstanding the foregoing, if there prior to the Expiration Date of this Agreement or prior to its termination pursuant to Sections 7(a)- 7(d) hereof, this Agreement is a dispute regarding terminated pursuant to Sections 7(e) or 7(f) above, the Company shall pay the employee (x) the lesser of his then current Base Salary through the Expiration Date of the Agreement or eighteen (18) months of the Base Salary, which amount to be due and payable within five (5) business days from the Employee's Termination Date. (the "Severance Salary"); (y) the health, dental, disability and life insurance benefits that Employee was receiving or participating in pursuant to Section 5 immediately prior to such termination, within 30 days of as though such termination had not occurred, through the date such dispute is resolvedExpiration Date (the "Severance Benefits"); and(z) the following amountsany bonus, and in lieu of any further salary and bonus profit sharing or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that which would have otherwise been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees due Employee through the end of the fiscal or calendar year in which the termination occurred as though such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect has not occurred (the "Severance PeriodBonus Participation"). If the Company is unable to continue any Severance Benefits, the Company shall obtain or reimburse Employee for all costs actually incurred by the Employee to obtain substantially equivalent benefits. The Severance Benefits shall be provided to Employee as and when such amounts or benefits would have been paid to Employee had such termination not occurred until the first to occur of: (1) is less than two years the Expiration Date, (2) Employee's Death or (ii3) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of until such term is time as Employee obtains other employment which offers any such benefits to Employee. The Severance Salary, Severance Benefits and Severance Bonus Participation are hereinafter collectively referred to as the "Nonrenewal DateSeverance Compensation". THE SEVERANCE COMPENSATION , PAYABLE PURSUANT TO SUBSECTION 7(b), SHALL BE PAID OR MADE AVAILABLE TO EMPLOYEE AS LIQUIDATED DAMAGES FOR ALL CLAIMS EMPLOYEE WOULD HAVE WITH RESPECT TO: (i) and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. THE TERMINATION OF THIS AGREEMENT OR THE TERMINATION OF EMPLOYEE'S EMPLOYMENT UPON THE EXPIRATION OF THIS AGREEMENT; (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. ANY COMPENSATION OR BENEFITS DUE EMPLOYEE FROM THE COMPANY PURSUANT TO THIS AGREEMENT AND (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.THE INJURY TO EMPLOYEE'S REPUTATION AS A RESULT OF ANY TERMINATION OF THIS AGREEMENT OR TERMINATION OF EMPLOYMENT UPON THE EXPIRATION OF THIS AGREEMENT. IN CONNECTION THEREWITH, THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE ACTUAL AMOUNT OF SUCH DAMAGES AND CLAIMS DUE EMPLOYEE WITH RESPECT THERETO AND THAT SUCH SEVERANCE COMPENSATION AND/OR TERMINATION PAY SHALL CONSTITUTE A REALISTIC AND REASONABLE VALUATION OF THE DAMAGES WITH RESPECT TO EMPLOYEE'S CLAIMS. EMPLOYEE'S INITIALS COMPANY'S INITIALS

Compensation Upon Termination. Upon termination of the Executive’s employment hereunder, the Executive shall be entitled to the following benefits: (ia) If the Executive's ’s employment is terminated by the Company pursuant to subsection 5(f)Companies for Cause or if the Executive’s employment is terminated by the Executive other than with either Good Reason, because there has been a Change in Control, or if Executive shall terminate his employment pursuant due to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)Termination at Will, then the Company Companies shall pay to Executivethe Executive all amounts of Base Salary and the employee benefits specified in clauses (a), within 30 days (b) and (c) of such termination (or, if there is a dispute regarding such termination, within 30 days Section 4 of this Agreement earned or accrued hereunder through the Termination Date but not paid as of the date Termination Date (collectively, “Accrued Compensation”). (b) If the Executive’s employment by the Companies shall be terminated (1) due to Disability, (2) by the Executive for Good Reason, (3) by the Executive because there has been a Change in Control, (4) by the Executive’s death, (5) due to Termination at Will, or (6) by this Agreement coming to the end of the Term, then the Executive shall be entitled to the benefits provided below (in addition to and not instead of whatever other benefits he may be entitled to by reason of operation of law): (i) The Companies shall pay the Executive (a) all Accrued Compensation, (b) a bonus at the rate that would otherwise be payable pursuant to the provisions of Section 3(b) above for the year in which the Termination Date occurs, of Executive’s annual Base Salary as of the Termination Date, pro rated based on the number of days in such dispute is resolvedyear which occurred prior to the Termination Date, (c) the following amountsamounts referred to in Sections 4(d) and (e) above, to the extent earned or accrued hereunder through the Termination Date but unpaid as of the Termination Date, and (d) in the case of termination by the Executive for Good Reason or because the has been a Change of Control, or termination by the Companies without Cause, all Base Salary that the Executive would have been paid through the end of the Term but for the termination. (ii) the Companies shall pay into the Account (as defined in Section 7(b)(v) below), as a retirement payment (the “Retirement Payment”) and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date Termination Date (except as provided in Section 7(b)(i) above), a total of termination, an amount $1,625,400 (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) parties acknowledge that would have $240,000of this amount has previously been paid to the Executive from the date of termination (or to the end of the Term then a trustee in effect, plus the bonus that would have been payable to Executive trust for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (AExecutive) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion form of shares of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at ’s common stock (the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors“Pre-Payment”)). The provision Retirement Payment, which has already vested in clause (A)(ii) of full, will be released from the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior Account to the Nonrenewal Employee on the Termination Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant For thirty-six (36) months after the Executive ceases to be an officer of either of the provisions of this subsection 6(a) Companies, the Companies shall at their expense continue to provide the Executive with his then-current automobile (the operating expenses and tax on such automobile to be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained borne by the CompanyExecutive), a cellular telephone, an e-mail account, and an office if the Company or any of its subsidiaries otherwise maintains office space in Beit Shemesh, Israel, or if not then a home office allowance of $1,000 per month. The Executive will also be authorized in his discretion to hire a secretary at a salary of no more than $2,000 per month. The Executive will be solely responsible for any taxes levied on the above benefits. (bc) The Companies may procure life insurance on the Executive in order to secure the payment of its obligations arising in the event of termination under Section 6(a) hereof. Such insurance shall be payable to the Company, which shall remain primarily liable for the payment of all such obligations to the Executive. (d) All stock options that are unvested shall vest on termination (except for Termination for Cause) and shall be extended for the longer of their term or the term by which Arotech director options are generally extended upon a director of Arotech leaving Arotech’s Board of Directors. In the event of a termination due to Change of Control, all of the Executive’s stock options, whether or not they have yet vested, shall immediately vest and shall be required extended for a period of the later of (x) the expiration date thereof, and (y) the second anniversary of such Change of Control. In the event of termination due to mitigate any other reason except for Termination for Cause, the amount Executive’s stock options shall be extended for a period of any payment provided the earlier of (x) the expiration date thereof, and (y) two years after such termination. (e) Effective January 1, 2012, the Executive will hold a total of 100,000 shares of restricted stock (consisting of the 100,000 shares referred to in Section 3(b) above) (“Restricted Shares”). Pursuant to the terms of grant, vesting of these Restricted Shares will be subject to vesting criteria to be established by the Compensation Committee of the Board of Directors . On termination (except Termination for Cause or Termination at Will), all of the Executive’s Restricted Shares shall immediately become unrestricted and freely tradable (subject to applicable securities laws). As a condition to receiving the payments described in this Section 6 by seeking other employment or otherwise.7, the Executive shall execute and deliver to the Companies a release in the form attached hereto as Exhibit A.

Compensation Upon Termination. (ia) If If, during the Employment Period, the Company shall terminate the Executive's employment is terminated by other than for Cause or Disability or the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) either for Good Reason or 5(d)(iii)during the Window Period, then the Company shall pay to and provide for the Executive, within 30 days without regard to any contrary provisions of such termination any Plan, the following: (ori) the sum of: (1) the Executive's base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given; (2) the amount, if there is a dispute regarding such terminationany, within 30 days of any incentive or bonus compensation theretofore earned which has not yet been paid; (3) the product of the date such dispute annual bonus paid or payable, including by reason of deferral, for the most recently completed year and a fraction, the numerator of which is resolvedthe number of days in the current year through the Date of Termination and the denominator of which is 365; and (4) any benefits or awards (including both the following amountscash and stock components) which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to the Executive (including amounts which previously had been deferred at the Executive's request) (the sum of the amounts described in clauses (1), (2), (3) and (4) are referred to as the "Accrued Obligations"); (ii) in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date Date of terminationTermination, an amount equal to 2.0 times the Executive's Earnings (as defined below) (the "Severance PaymentAllowance") equal to the aggregate salary payments ); and (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (iiiii) the Company gives notice under Section 2 that shall maintain in full force and effect, at the term will not be beyond the last year sole cost of the term then in effect Company (except for the last day regular contributions of such term is referred to the Executive as described below, if any), for the "Nonrenewal Date"continued benefit of the Executive and his dependents for a period terminating on the earliest of (a) 24 months after the Date of Termination, or (b) the commencement date of equivalent benefits from a new employer, all insured and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months insured employee welfare benefit Plans in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed personwas entitled to participate immediately prior to the Date of Termination, provided that the Company may at any time, in Executive's continued participation is possible under the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time general terms and provisions of such election, Xxxxxxx Xxxxxx is Plans (and any applicable funding media) and the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, continues to pay an amount equal to his regular contribution under such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated Plans prior to the Nonrenewal Date. (ii) If Change in Control for such participation. In the event that the Executive's employment terminates participation in any such Plan is barred, the Company, at its sole cost and expense, shall arrange to have issued for any reason other than the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to subparagraph 5(f), 5(d)(i), 5(d)(iithis Section 5(a)(iii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earliersuch insurance is not available at a reasonable cost to the Company, the end of Company shall otherwise provide the Term then in effect) Executive and shall thereafter receive no other compensation or, except as required by law, any his dependents with equivalent benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) on an after-tax basis). The Executive shall not be required to mitigate pay any premiums or other charges in an amount greater than that which the amount Executive would have paid in order to participate in such Plans. (b) For purposes of any payment provided Section 5(a)(ii), "Earnings" means the average annual compensation payable by the Company and includible in the gross income of the Executive for the taxable years during the period consisting of the most recent five taxable years ending before the date on which the Change in this Section 6 by seeking other employment Control occurs (or otherwisesuch portion of such period during which the Executive performed personal services for the Company).

Compensation Upon Termination. (ia) If In the event that the Company terminates the Executive's employment is terminated under this Agreement without "cause" pursuant to Section 7(a)(ii) hereof, the Executive shall be entitled to any unpaid Base Salary, and benefits accrued and earned by her hereunder up to and including the effective date of such termination, which shall be paid by the Company pursuant to subsection 5(f)the Executive within thirty (30) days of the effective date of such termination, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then and the Company shall pay the Executive monthly an amount equal to Executive, within 30 days of such termination one-twelfth (or, if there is a dispute regarding such termination, within 30 days 1/12) of the date such dispute is resolvedBase Salary for a period of six (6) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount months (the "Severance Payment") equal ), payable in accordance with the Company's usual pay practices. Notwithstanding the foregoing, the Company, in its sole discretion, may elect to make the Severance Payment to the aggregate salary payments Executive in one lump sum due within thirty (based on 30) days of the Base Salary in effect on Executive's termination of employment. (b) In the termination date) that would have been paid to Executive from the date event of termination to the end of the Term then in effect, plus the bonus that would have been payable Executive's employment under this Agreement for "cause" pursuant to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present valueSection 7(a)(ii), and or if the Executive voluntarily terminates her employment hereunder, the Executive shall be entitled to continue no further compensation or other benefits under this Agreement, except only as to participate any unpaid Base Salary and benefits accrued and earned by her hereunder up to and including the effective date of such termination. (c) In the event of death of the Executive, Executive's successors and assigns shall be entitled to a portion of any unpaid salary, bonus and benefits accrued and earned by her hereunder up to and including the effective date of such termination. (d) Notwithstanding anything to the contrary in all Company Benefit Plans on the same basis as this Section 8, the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not obligation to pay, or elect and the Executive's right to discontinue payment receive, any compensation under this Section 8, shall terminate upon the Executive's breach of anyany provision of Section 11 hereof. In addition, Supplemental the Executive shall promptly forfeit the Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of Payment from the Company sufficient to elect a majority of under this Section 8, upon the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits breach of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occursprovision of Section 11 hereof. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. Upon termination of the Executive's employment hereunder, the Executive shall be entitled to the following benefits: (ia) If the Executive's employment is terminated by the Company pursuant to subsection 5(f), Companies for Cause or if the Executive's employment is terminated by the Executive shall terminate his employment pursuant other than with either Good Reason, because there has been a Change in Control, due to subsection 5(d)(i)Non-Renewal, 5(d)(ii) due to Termination at Will or 5(d)(iii)due to Retirement, then the Company Companies shall pay to Executivethe Executive all amounts of Base Salary and the employee benefits specified in clauses (a), within 30 days (b) and (c) of such termination (or, if there is a dispute regarding such termination, within 30 days Section 4 of this Agreement earned or accrued hereunder through the Termination Date but not paid as of the date such dispute is resolvedTermination Date (collectively, "Accrued Compensation"). (b) If the Executive's employment by the Companies shall be terminated (1) due to Disability, (2) by the Executive for Good Reason, (3) by the Executive because there has been a Change in Control, (4) by the Executive's death, (5) due to Non-Renewal, (6) due to Termination at Will, or (7) due to Retirement, then the Executive shall be entitled to the benefits provided below: (i) the following amountsCompanies shall pay the Executive (a) all Accrued Compensation, (b) a bonus at a rate of the higher of (i) 35%, or (ii) the rate that would otherwise be payable pursuant to the provisions of Section 3(b) above for the year in which the Termination Date occurs, of Executive's annual Base Salary as of the Termination Date, pro rated based on the number of days in such year which occurred prior to the Termination Date, and (c) the amounts referred to in Sections 4(d) and (e) above, to the extent earned or accrued hereunder through the Termination Date but unpaid as of the Termination Date; (ii) the Companies shall pay the Executive as severance pay (in addition to any amounts payable as severance under law) and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of terminationTermination Date (except as provided in Section 7(b)(i) above), in a single payment an amount in cash equal to: (c) In the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date event of termination due to Good Reason, Change in Control, Non Renewal, Retirement, Disability, death or any other termination without Cause by the end of Companies, the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's annual Base Salary at the highest rate in effect at any time of termination, payable in arrears, pro rated for within the months in which such payments begin and end and otherwise calculated and paid in accordance with ninety (90) day period ending on the Company's payroll practices for its executive employees) until the earlier of Termination Date (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated due to Change in Control, the Base Salary rate in effect immediately prior to the Nonrenewal Datesuch Change in Control, if greater), multiplied by three (3). (iid) If Executive's employment terminates for any reason other than pursuant In the event of termination due to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlierTermination at Will, the end sum of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occursfive hundred twenty thousand dollars ($520,000). (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

Compensation Upon Termination. In the event the Executive’s employment is terminated pursuant to any of the subsections within Section 8, the Company shall pay to the Executive the Base Salary and benefits otherwise payable to him under Section 4 through the last day of his actual employment by the Company, any reimbursable business expenses, and any earned but unpaid bonuses (together, the “Accrued Compensation”). In addition to the Accrued Compensation: (a) If the Executive’s employment is terminated as a result of his death or Disability, the Company shall pay to the Executive or to the Executive’s estate, as applicable, (i) his Base Salary through the date which is ninety (90) days after his death or Disability, (ii) the Guaranteed Bonus pro rated to the date of the Executive’s death or Disability and (iii) such other or additional benefits, if any, as may be provided under applicable employee benefit plans, programs and/or arrangements of the Company. All shares of common stock of the Company held by Executive that are subject to vesting (“Restricted Shares”) and all options to purchase shares of common stock of the Company (“Stock Options”) that are scheduled to vest on or before the next succeeding anniversary of the Commencement Date shall be accelerated and deemed to have vested as of the termination date. All Restricted Shares and Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be forfeited to the Company as of such date. Stock Options that have vested as of the Executive’s termination shall remain exercisable for ninety (90) days following such termination. All payments, benefits and/or grants under this Section 9(a) shall be subject to Executive’s execution and delivery within 21 days of separation from service of a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns in a form that is acceptable to the Company, with such payments, benefits, and/or grants commencing within 30 days of the Executive’s separation from service. (b) If the Executive's ’s employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii)for Cause, then the Company shall provide such other or additional benefits, if any, as may be provided under applicable employee benefit plans, programs and/or arrangements of the Company. The Executive shall have no further entitlement hereunder to any other compensation or benefits from the Company except to the extent otherwise provided by law. All Restricted Shares and Stock Options that have not vested as of the date of termination shall be forfeited to the Company as of such date. Stock Options that have vested as of the Executive’s termination shall remain exercisable for ninety (90) days following such termination. (c) If the Executive’s employment is terminated by the Company other than as a result of the Executive’s death or Disability and other than for Cause or under circumstances specified in Section 9(d), or if the Executive’s employment is terminated by the Executive for Good Reason, then the Company shall (i) continue to pay to the Executive his Base Salary and benefits for a period of six (6) months following the termination of the Term (such period of payment referred to herein as the “Section 9(c) Termination Benefits Period”), or, in the case of benefits, such time as the Executive receives equivalent coverage and benefits under plans and programs of a subsequent employer; (ii) pay the Guaranteed Bonus pro rated to the date of the Executive’s termination; and (iii) provide such other or additional benefits, if any, as may be provided under applicable employee benefit plans, programs and/or arrangements of the Company. In addition, all Restricted Shares and Stock Options that are scheduled to vest during the twelve (12) month period following such termination shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of the Executive’s termination shall remain exercisable for a period of ninety (90) days. Notwithstanding anything to the contrary, if any of the Executive’s benefits pursuant to Section 9(c)(i) hereof cannot be provided to former employees, the Company shall provide the Executive, in a single lump sum payment within 30 ninety (90) days of separation from service, with payment in whatever amount is necessary for the Executive to purchase the equivalent benefit(s), with the payment grossed up as necessary to comport with the tax-free nature of the Company’s direct provision of certain of those benefits. All payments, benefits and/or grants under this Section 9(c) shall be subject to Executive’s execution and delivery within 21 days of separation from service of a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns in a form that is acceptable to the Company, with such termination (orpayments, if there is a dispute regarding such terminationbenefits, and/or grants commencing within 30 days of the Executive’s separation from service. (d) If the Executive’s employment is terminated by the Company (or its successor) within two (2) months prior to or six (6) months following the occurrence of a Change of Control, and on the date such dispute is resolvedof termination pursuant to this Section 9(d) the fair market value of the Company’s Common Stock on a Fully-Diluted basis, in the aggregate, as determined in good faith by the Board on the date of such Change of Control, is more than $50,000,000, then the Company (or its successor, as applicable) shall: (i) continue to pay to the Executive his Base Salary and benefits for a period of three (3) months following amountsthe termination of the Term (such period of payment is referred to herein as the “Section 9(d) Termination Benefits Period”), or, in the case of benefits, such time as the Executive receives equivalent coverage and in lieu benefits under plans and programs of any further salary and bonus or other incentive compensation payments to Executive for periods a subsequent employer; (ii) pay the Guaranteed Bonus pro rated to the date of the Executive’s termination; and (iii) provide such other or additional benefits, an amount (if any, as may be provided under applicable employee benefit plans, programs and/or arrangements of the "Severance Payment") equal Company. In addition, all Restricted Shares and Stock Options shall be accelerated and deemed to the aggregate salary payments (based on the Base Salary in effect on have vested as of the termination date. Stock Options that have vested as of the Executive’s termination shall remain exercisable for ninety (90) that would have been paid to Executive from the date of termination days following such termination. Notwithstanding anything to the end contrary, if any of the Executive’s benefits pursuant to Section 9(d)(i) hereof cannot be provided to former employees, the Company shall provide the Executive, in a single lump sum payment within ninety (90) days of separation from service, with payment in whatever amount is necessary for the Executive to purchase the equivalent benefit(s), with the payment grossed up as necessary to comport with the tax-free nature of the Company’s direct provision of certain of those benefits. All payments, benefits and/or grants under this Section 9(d) shall be subject to Executive’s execution and delivery within 21 days of separation from service of a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns in a form that is acceptable to the Company, with such payments, benefits, and/or grants commencing within 30 days of the Executive’s separation from service. (e) If the Executive’s employment is terminated by the Executive pursuant to Section 8(e) or by expiration of the Term then in effectpursuant to Section 8(f), plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted entitled to take into account present value)receive any payments or benefits other than the Accrued Compensation. (f) This Section 9 sets forth the only obligations of the Company with respect to the termination of the Executive’s employment with the Company, and the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to continue to participate any payments or benefits which are not explicitly provided in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, Xxxxxxx Xxxxxx is the Chief Executive Officer of the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election shall be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or9, except as required by lawlaw or the terms of another employee plan, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occursprogram or arrangement covering him. (iiig) Any sums due pursuant Notwithstanding anything in this Agreement or any other agreement between the Executive and the Company to the provisions contrary but subject to this Section 9(g), the Company will make the payments and acceleration of benefits under this subsection 6(aAgreement and other compensatory arrangements without regard to whether Section 280G of the Internal Revenue Code of 1986 (the “Code”) shall be reduced by would limit or preclude the deductibility of such payments or benefits. However, if reducing, delaying, or eliminating any sums payment and/or other benefit (including the vesting of his options or other equity compensation) would increase the Total After-Tax Payments (as defined below), then the amounts payable to the Executive pursuant will be reduced, delayed, or eliminated as follows (or in such other manner as the Company may specify at the applicable time) to any severance or termination pay program maintained by the Company.extent necessary to maximize such Total After-Tax Payments: (bi) Executive shall not be required to mitigate first, by reducing or eliminating any cash payments or other benefits (other than the amount vesting of any payment provided for in this options or stock) and (ii) second, by reducing or eliminating the vesting of his options and stock that occurs as a result of a Change of Control or other event covered by Section 6 by seeking other employment or otherwise280G of the Code.

Compensation Upon Termination. (i) If the Company terminates this Agreement "for cause" pursuant to Section 4(b)(i), the Company will be obligated to pay the Executive only the Salary as may be due and owing through the Termination Date, and all other non-contingent compensation earned and accrued up through the Termination Date which will specifically not include any Annual Bonus, or any part thereof. Such Salary and other amounts will be paid in one lump sum within ten (10) business days after the Termination Date. The Executive's employment rights to the Stock Award, Option and all other benefits available to Executive shall be as provided for in the Plan, and the other agreements, plans and policies governing each such right and benefit. (ii) If this Agreement is terminated by in accordance with Section 4(a) or pursuant to Section 4(b)(ii), the Company pursuant will be obligated to subsection 5(f)pay the Employee the Salary which may be due and owing through the Termination Date, or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(iiand all other non-contingent compensation earned and accrued through the Termination Date. Such Salary and other amounts will be paid in one lump sum within ten (10) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 business days of the date such dispute is resolved) the following amountsTermination Date. In addition, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue the Annual Bonus, if any, with respect to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any timethat, in the discretion case of termination pursuant to Section 4(b)(ii), such Annual Bonus shall be pro-rated in an amount equal to the total amount of the Company's chief executive officerAnnual Bonus which would have been payable to the Executive had this Agreement not so terminated, elect not to paymultiplied by a fraction, the numerator of which equals the number of complete or elect to discontinue payment of any, Supplemental Severance Payments, if at partial calendar months from the time beginning of such electionfiscal year during which this Agreement terminates through the Termination Date, Xxxxxxx Xxxxxx and the denominator of which is the Chief Executive Officer of the Companytwelve (12). If Xxxxxxx Xxxxxx is not then Chief Executive Officer, such election Such Annual Bonus (or pro-rata share thereof) shall be made by Xxxxxxx X. Xxxxxxx so long paid as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or when contemplated under the Bonus Plan notwithstanding that the Termination Date may have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directorspreviously occurred. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior rights to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason Stock Award, Option and all other than pursuant benefits available to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation be as provided for in the Plan, and benefits through the end of the calendar month in which termination occurs (orother agreements, if earlier, the end of the Term then in effect) plans and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which policies governing each such termination occursright and benefit. (iii) Any sums If the Company terminates the Agreement in accordance with Section 4(a), the Company will be obligated to pay the Executive his base salary for one year after the Termination Date. Such salary shall be paid in twelve (12) equal monthly installments, with the first such payment due pursuant on the last day of the month containing the Termination Date. This Payment is in addition to the provisions of this subsection 6(a) shall be reduced payments required by any sums payable to Executive pursuant to any severance or termination pay program maintained by the CompanySection 4(c)(ii). (biv) If this Agreement terminates pursuant to Section 4(b)(iii), the Executive shall not be required entitled to mitigate payments as provided in Section 4(c)(ii) above unless the amount parties otherwise mutually agree in writing. (v) If this Agreement is terminated in accordance with Section 4(b)(iv), or the Executive's employment with the Company is terminated under circumstances when the Change of any payment Control Agreement is applicable, the Executive shall be compensated solely as provided for in the Change of Control Agreement, and any conflict between this Section 6 Agreement and the Change of Control Agreement shall in such case be governed by seeking other employment or otherwisethe Change of Control Agreement.

Compensation Upon Termination. (i) 3.7.1 If the Executive's ’s employment is terminated by under this Agreement for any of the reasons described in this Section 3, Executive or his estate shall be entitled to receive (a) any accrued but unpaid Base Salary up to the effective date of termination, (b) any benefits under any plans of the Company pursuant to subsection 5(f), or if in which Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding participant to the full extent Executive is entitled to receive such termination, within 30 days benefits at the time of the date such dispute is resolved) the following amountshis death or termination of employment, and (c) any unreimbursed business expenses incurred by Executive in lieu of any further salary and bonus or other incentive compensation payments connection with his duties hereunder for which Executive is entitled to Executive for periods subsequent reimbursement, all to the date of termination. Except as set forth below, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted entitled to take into account present valueany other compensation or reimbursement of any kind. 3.7.2 Additionally, in the event of a termination of employment under Section 3.3, subject to Executive furnishing to the Company an executed waiver and general release of any and all known and unknown claims, in a form provided by the Company and reasonably acceptable to Executive (the “Release”) within 60 days following Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1 (h) and without regard to any alternate definition thereunder) (a “Separation from Service”), and not revoking the Release as described therein, then Executive shall be entitled to: (a) a payment equal to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date sum of Executive's termination for reasons described in this Section 6(a)(i’s (x) to Base Salary (at the end of the Term then annual Base Salary rate in effect at the time of termination and subject to standard payroll deductions and withholdings) for a period of twelve (12) months following the termination date (the "“Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date"”) and (By) Executive is not engaged in regular employment the Target Bonus (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary Target Bonus amount in effect at the time of termination) or, to the extent no Target Bonus is communicated for the year during which the termination of employment occurs, the annual bonus most recently paid to the Executive, to be paid in equal installments on regular payroll dates over the Severance Period; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release (namely, the date it can no longer be revoked) shall accrue and be paid on the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date, (b) a pro-rata Annual Bonus for the year of Executive’s termination of employment, based upon actual performance in the year of termination as determined in good faith by the BoD, payable when the Annual Bonus would have normally been paid, or, if later, upon the execution of and expiration of any revocation period provided for in arrearsthe Release (the “Pro Rata Bonus”), pro rated for the months avoidance of doubt this amount is in which such payments begin and end and otherwise calculated and paid addition to the amounts payable under clause (a), (c) subject to Executive’s (and/or his eligible family members) timely election to exercise Executive’s rights under federal law (29 U.S.C. § 1161 et seq. (commonly known as “COBRA”)), the Company shall pay, or reimburse Executive for, the cost of continued participation in accordance with the Company's payroll practices ’s group medical and/or dental plans which cover Executive (and any eligible family members) pursuant to COBRA, but only for its executive employees) until the earlier portion of (1) if clause (A)(i) the premiums equal to the portion being paid by the Company for active employees as of this proviso appliesimmediately prior to the termination date, the second anniversary of from the date of such Executive's employment termination through the earliest of (i) the last day of the month which falls eighteen months from the effective date of termination, (ii) the date Executive is no longer eligible for COBRA, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2iii) the date that Executive first becomes eligible for comparable health care or dental care coverage, as applicable, pursuant to the Executive finds regular health and dental care plan of a new employer; provided, however, that any such payments or reimbursements otherwise scheduled to be made prior to the effective date of the Release (namely, the date it can no longer be revoked) shall accrue and be paid on the first payroll date that follows such effective date; and (d) the vesting of the portion of any unvested option award granted prior to the Effective Date that would have vested during the one-year period immediately following the date of the Executive’s termination of employment, whether as an employee or as a self-employed person, provided that the Company may at any time. 3.7.3 Additionally, in the discretion event of a termination of employment under Section 3.4, subject to Executive’s (in the Company's chief executive officercase of Disability) or Executive’s estate (in the case of death) furnishing to the Company an executed and non-revoked Release within 60 days following Executive’s Separation from Service, elect and not revoking the Release as described therein, then Executive (or his estate, as applicable) shall be entitled to paythe same payments and benefits described above in Section 3.7.2. 3.7.4 Additionally, in the event of a termination of employment under Section 3.5 above, within 6 months prior to or elect 24 months following a Change in Control, subject to discontinue Executive furnishing to the Company an executed Release within 60 days following Executive’s Separation from Service, and not revoking the Release as described therein, then Executive shall be entitled to: (a) a payment equal to the sum of any, Supplemental Severance Payments, if Executive’s (x) Base Salary (at the annual Base Salary rate in effect at the time of such electiontermination and subject to standard payroll deductions and withholdings) for a period of twenty-four (24) months following the termination date (the “CIC Severance Period”) and (y) two times Target Bonus (at the Target Bonus amount in effect at the time of termination) or, Xxxxxxx Xxxxxx to the extent no Target Bonus is communicated for the Chief Executive Officer year during which the termination of employment occurs, the Company. If Xxxxxxx Xxxxxx is not then Chief Executive Officerannual bonus most recently paid to the Executive, such election shall to be paid in equal installments on regular payroll date over the CIC Severance Period; provided, however, that any payments otherwise scheduled to be made by Xxxxxxx X. Xxxxxxx so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal effective date of the Release (namely, the date it can no longer be revoked) shall accrue and be paid on the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date, (b) the Pro Rata Bonus, for the avoidance of doubt, this amount is in addition to the amounts payable under clause (a), (c) subject to Executive’s timely election to exercise Executive’s rights under COBRA, the Company shall pay, or reimburse Executive for, the cost of continued participation in the Company’s group medical and/or dental plans which cover Executive (and eligible dependents) pursuant to COBRA, but only for the portion of the premiums equal to the portion being paid by the Company for Executive as of immediately prior to the termination date, from the date of employment termination through the earliest of (i) the last day of the month which falls eighteen months from the effective date of termination, (ii) the date Executive is no longer eligible for COBRA, or (iii) the date that Executive first becomes eligible for comparable health care or dental care coverage, as applicable, pursuant to the health and dental care plan of a new employer; provided, however, that any such payments or reimbursements otherwise scheduled to be made prior to the effective date of the Release (namely, the date it can no longer be revoked) shall accrue and be paid on the first payroll date that follows such effective date; and (d) the immediate vesting of any unvested option award granted to the Executive prior to the Effective Date. 3.7.5 Notwithstanding anything to the contrary in this Agreement, if the period during which Executive may sign the Release begins in one calendar year and ends in another, then any severance pay and any COBRA premium payment (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(iicollectively “Severance Payment”) or 5(d)(iii), Executive reimbursement benefits shall receive compensation accrue and benefits through the end of be paid in the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood year that no bonus shall be payable for the year in which follows such termination occursSeparation from Service. (iii) Any sums due pursuant 3.7.6 The payments required to the provisions of this subsection 6(a) be made under Section 3.7 shall be reduced by the amount of any sums payable severance pay due or otherwise paid to Executive pursuant to any severance or termination pay program maintained by plan of the CompanyCompany to the extent permissible under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance issued thereunder and any state law of similar effect (collectively, “Section 409A”). (b) Executive 3.7.7 Notwithstanding anything contained in this Agreement to the contrary, the obligation to make the payments described in this Section 3.7 shall cease immediately in the event of a breach of the non-competition or non-solicitation covenants set forth in Sections 4.3 or 4.4 hereof or a material breach of the covenants set forth in Sections 4.1 or 4.2 hereof; provided, that nothing in this Agreement shall be construed to affect Executive’s right to receive continuation of group health plan benefits under COBRA to the extent authorized and in accordance with federal law and applicable state law, at Executive’s own cost. For the sake of clarity, the Parties hereby agree that if applicable, Section 3.7.4 shall replace Section 3.7.2 and shall not be required in addition thereto. In no event shall Executive be obligated to mitigate seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, nor shall the amount of any payment provided for in this Section 6 hereunder be reduced by seeking other any compensation earned by Executive as a result of employment or otherwiseby a subsequent employer.