Common use of Compensation Upon Termination Clause in Contracts

Compensation Upon Termination. Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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.

Compensation Upon Termination. Upon termination of the Executive's ’s employment during the Termterm of this Agreement, the Executive shall be entitled to the following benefits: : (a) If the Executive's ’s employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 ’s employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive previous compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was Executive has previously deferred (including any interest earned and unpaid or credited thereon) (collectively, "“Accrued Compensation"”). The 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 ’s employment terminates shall be terminated by the Company without Cause, or by the Executive for Disability Good Reason, or for reason if the Company fails to extend the Agreement following the expiration of the Executive's deathinitial term or any subsequent renewal term, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated : (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The ; (ii) provided that the Executive shall have executed, in the form of Exhibit C to this Agreement, a general release of, and waiver of claims against, the Company and its subsidiaries, affiliates, directors, officers, employees and agents, excluding claims for contribution, indemnity, continuation to coverage under directors and officers liability insurance and the like, and that such release is effective, then in lieu of any further salary or benefits for periods subsequent to the Termination Date, the Company shall pay the Executive as severance pay and provide the benefits as follows: (A) an amount in cash equal to 150% of the highest annualized Base Salary paid to Executive at any time during the one-year period immediately preceding the Termination Date; (B) Any unpaid bonuses or incentive compensation related to the prior fiscal year; (C) an amount equal to 150% of the Target Bonus for the fiscal year in which the Executive’s employment is terminated; (D) any unvested equity incentive benefits issued or granted to the Executive pursuant to Section 5 shall immediately vest in full as of the Termination Date; (E) a pro-rated Target Bonus for the current fiscal year based upon the length of service during such fiscal year; and (F) continued participation in all employee benefit plans, practices and programs maintained by the Company to the same extent and in the same manner as, and at the same cost to Executive as that borne by him, prior to the Termination Date, for a period of eighteen (18) months following the Termination Date; provided that if Executive is not eligible following the Termination Date to participate in the Company’s group health or dental plans, then the Company may fulfill its obligation under this subsection by reimbursing Executive for the additional costs to Executive of continuing such coverage under COBRA during the period of time that the Executive is entitled to continue such coverage under COBRA, not to exceed eighteen (18) months following the Termination Date (including any amounts necessary to cover taxes for such reimbursement). (c) If the Executive’s employment shall be terminated by death of the Executive or by the Company for Disability, then the Executive or Executive’s estate shall be entitled to the benefits provided below: (i) the Company shall pay the Executive all Accrued Compensation; (ii) provided that the Executive or Executive’s estate, as applicable, shall have executed, in the form of Exhibit C to this Agreement, a general release of, and waiver of claims against, the Company and its subsidiaries, affiliates, directors, officers, employees and agents, excluding claims for contribution, indemnity, continuation to coverage under directors and officers liability insurance and the like, and that such release is effective, then in lieu of any further compensation salary or benefits for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay the Executive as severance pay and provide the benefits as follows: (A) Any unpaid bonuses or incentive compensation related to the Executive prior fiscal year; and (B) A pro-rated Target Bonus for the Change current fiscal year based upon the length of service during such fiscal year. (d) The amounts provided for in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(iiSections 12(a), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"12(b)(i), in which case such amounts 12(b)(ii)(A)-(C), 12(c)(i) and 12(c)(ii) shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of within fifteen (15) business days after the Termination Date and ending on the twenty four-month anniversary thereof. Date, or such sooner date as required by applicable law. (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectemployment.

Compensation Upon Termination. Upon termination of the Executive's ’s employment during the Termterm of this Agreement, the Executive shall be entitled to the following benefits: : (a) If the Executive's ’s employment is terminated by the Company for Cause or Disability or by the Executive other than for Good ReasonExecutive, then 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 ’s employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any unpaid bonuses or incentive compensation with respect related to the prior fiscal year ended prior to the fiscal year in and (v) any previous compensation which the Termination Date occurs that was Executive has previously deferred (including any interest earned and unpaid or credited thereon) (collectively, "“Accrued Compensation"”). The 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 ’s employment terminates by the Company shall be terminated by the Company other than for Disability Cause, death or for reason Disability, or if the Company fails to extend the Agreement following the expiration of the Executive's deathinitial term or any subsequent renewal term, then the Executive shall be entitled to the benefits provided below: The Company shall pay : (1) the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The and (2) provided that the Executive shall have executed a general release of, and waiver of claims against, the Company and its subsidiaries, affiliates, directors, officers, employees and agents in a form attached hereto as Exhibit B and that such release is effective, the Company shall pay the Executive as severance pay and in lieu of any further compensation salary for periods subsequent to the Termination Date, an amount (the "Severance Amount") in cash equal to two times his then current 100% of Base Salary Salary. (c) The amounts provided for in Sections 11(a) and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), 11(b)(1) shall be payable in equal monthly installments during the period beginning on paid within fifteen (15) business days after the Termination Date and ending on the date twenty-four amounts provided for in Section 11(b)(2) shall be paid ratably in accordance with the Company’s customary practices with respect to Base Salary over the twelve (2412) months month period immediately following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions . (as applicabled) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectemployment.

Compensation Upon Termination. Upon termination of the Executive's ’s employment during (A) by the TermCompany other than for Cause, Disability or the Executive’s death or (B) by the Executive for Good Reason, the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 : (ia) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive Executive, through the Date of Termination, the Executive’s base salary as in effect at the time the Notice of Termination is given and any other form or his beneficiaries all Accrued Compensation; The Company shall pay type of compensation otherwise payable for such period. (b) Upon receipt of a release in a form acceptable to the Executive or his beneficiaries an amount equal to Company (the Annual Bonus 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 target performance targets and goals (if applicable“Release”) had been fully met by the Company and executed by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated pay a severance amount (the “Severance Benefit”) equal to the sum of: (i) by the Company other than for Causeannual base salary as in effect immediately prior to the Date of Termination (without giving effect to any reduction that would constitute Good Reason), death, or Disability, or plus (2ii) by the average of the Executive for Good ReasonVariable Compensation Plan bonuses actually paid in the three fiscal years (or if less, then, subject the period of the Executive’s employment) ending prior to the Executive promptly signing and not revoking a release Date of claims in substantially the form attached hereto as Exhibit ATermination, the Executive which Severance Benefit shall be entitled to divided and paid in equal installments on each payroll pay date during the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or 12 month period beginning after the Executive’s Date of Termination immediately following the date the Executive first violates any of the covenants rescission period set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount Release. (the "Severance Amount"c) equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of receive all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for benefits payable to the Executive under the Company pension and any eligible dependents under all the Company's group medical, dental, and hospitalization welfare benefit plans ("Continuation Health Coverage"), until earlier or any successor of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in such plan and any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases agreement relating to receive coverage under any of the Company's group medical, dentalretirement benefits which shall be in addition to, and hospitalization benefit plans pursuant to this Section 5(c)(iv)not reduced by, the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such other amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid payable to the Executive under this Agreement with Section 3. (d) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other eighteen months of the Severance Amount amounts payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereofunder this Section 3. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement Section 3 by seeking other employment or otherwise and no such payment otherwise, nor shall be offset or reduced by the amount of any payment or benefit provided for in this Section 3 be reduced by any compensation or benefits provided to earned by the Executive in any subsequent as the result of employment other than as provided under Section 5(c)(iv). Executive's entitlement to any other compensation by another employer or by retirement benefits shall be determined in accordance with after the Company's employee benefit plans and other applicable programs and practices then in effectDate of Termination, or otherwise.

Compensation Upon Termination. Upon termination of the Executive's employment during the Employment Term, the Executive shall be entitled to the following benefits: : (a) If the Executive's employment is with the Company shall be terminated (1) by the Company for Cause Disability, or (2) by reason of the Executive other than for Good ReasonExecutive's death, then the Company shall pay the Executive all amounts (i) his Base Salary which has been earned or and is accrued hereunder but unpaid through the Termination Date but not paid as of the Termination Date, including (i) Base Salary, (ii) his Annual Bonus prorated for the number of weeks in such fiscal year during which the Executive has been employed by the Company under this Agreement, (iii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for during the period ending on the Termination Date, (iii) accrued but unused vacation pay, ; and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation")accrued vacation pay. If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive The prorated Annual Bonus shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 payable not later than ninety (90) days following the end of such the Company's fiscal year, calculated as if all target performance targets and goals . (if applicableb) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i1) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good ReasonExecutive, then, subject to the Company shall pay the Executive promptly signing (i) his Base Salary which has been earned and not revoking a release is accrued but unpaid through the Termination Date, and (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of claims in substantially the form attached hereto as Exhibit ACompany during the period ending on the Termination Date. (c) If the Executive's employment with the Company shall be terminated by the Company other than by reason of death, Cause or Disability or other than pursuant to Section 1, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(cfollowing: (i) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation(i) his Base Salary which has been earned but is accrued and unpaid through the Termination Date, (ii) if such termination occurs less than sixty (60) days prior to the end of the Company's fiscal year, his Annual Bonus prorated for the number of weeks in such fiscal year during which the Executive has been employed by the Company under this Agreement, (iii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, and (iv) accrued vacation pay and sick leave; The and (ii) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times six months of his then current Base Salary and two times his Target Annual Bonus; which shallSalary, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all accordance with the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amountnormal payroll practices or, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month periodso chooses, the Company will pay the Executive a lump-lump sum amount equal payment equivalent to six months of his Base Salary within thirty (30) days of the cumulative amount that would have otherwise been previously paid Termination Date. (d) The severance pay provided for in Section 8(c)(ii) shall be in lieu of any other severance pay to which the Executive may be entitled under any Company severance plan, program or arrangement. (e) The severance pay provided for in Section 8(c)(ii) and all other compensation paid under this Agreement with the other eighteen months of the Severance Amount payable shall be subject to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date withholding taxes and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced taxes as required by the amount of any law with respect to compensation or benefits provided paid by an employer to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectan employee.

Compensation Upon Termination. Upon termination of the Executive's ’s employment during the Termterm of this Agreement, the Executive shall be entitled to the following benefits: : (a) If the Executive's ’s employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 ’s employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive previous compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was Executive has previously deferred (including any interest earned and unpaid or credited thereon) (collectively, "“Accrued Compensation"”). The 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 ’s employment terminates shall be terminated by the Company without Cause, or by the Executive for Disability Good Reason, or for reason if the Company fails to extend the Agreement following the expiration of the Executive's deathinitial term or any subsequent renewal term, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated : (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The ; (ii) provided that the Executive shall have executed, in the form of Exhibit C to this Agreement, a general release of, and waiver of claims against, the Company and its subsidiaries, affiliates, directors, officers, employees and agents, excluding claims for contribution, indemnity, continuation to coverage under directors and officers liability insurance and the like, and that such release is effective, then in lieu of any further salary or benefits for periods subsequent to the Termination Date, the Company shall pay the Executive as severance pay and provide the benefits as follows: (A) an amount in cash equal to 150% of the highest annualized Base Salary paid to Executive at any time during the one-year period immediately preceding the Termination Date; (B) any unpaid bonuses or incentive compensation related to the prior fiscal year; (C) an amount equal to 150% of the Target Bonus for the fiscal year in which the Executive’s employment is terminated; (D) any unvested equity incentive benefits issued or granted to the Executive pursuant to Section 5 shall immediately vest in full as of the Termination Date; and (E) a pro-rated Target Bonus for the current fiscal year based upon the length of service during such fiscal year; and (F) continued participation in all employee benefit plans, practices and programs maintained by the Company to the same extent and in the same manner as, and at the same cost to Executive as that borne by him, prior to the Termination Date, for a period of eighteen (18) months following the Termination Date; provided that if Executive is not eligible following the Termination Date to participate in the Company’s group health or dental plans, then the Company may fulfill its obligation under this subsection by reimbursing Executive for the additional costs to Executive of continuing such coverage under COBRA during the period of time that the Executive is entitled to continue such coverage under COBRA, not to exceed eighteen (18) months following the Termination Date (including any amounts necessary to cover taxes for such reimbursement). (c) If the Executive’s employment shall be terminated by death of the Executive or by the Company for Disability, then the Executive or Executive’s estate shall be entitled to the benefits provided below: (i) the Company shall pay the Executive all Accrued Compensation; (ii) provided that the Executive or Executive’s estate, as applicable, shall have executed, in the form of Exhibit C to this Agreement, a general release of, and waiver of claims against, the Company and its subsidiaries, affiliates, directors, officers, employees and agents, excluding claims for contribution, indemnity, continuation to coverage under directors and officers liability insurance and the like, and that such release is effective, then in lieu of any further compensation salary or benefits for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay the Executive as severance pay and provide the benefits as follows: (A) Any unpaid bonuses or incentive compensation related to the Executive prior fiscal year; and (B) A pro-rated Target Bonus for the Change current fiscal year based upon the length of service during such fiscal year. (d) The amounts provided for in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(iiSections 12(a), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"12(b)(i), in which case such amounts 12(b)(ii)(A)-(C), 12(c)(i) and 12(c)(ii) shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of within fifteen (15) business days after the Termination Date and ending on the twenty four-month anniversary thereof. Date, or such sooner date as required by applicable law. (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectemployment.

Compensation Upon Termination. Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: (a) If the Executive's ’s employment is terminated by as a result of his Death or Disability, the Company for Cause or by the Executive other than for Good Reason, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries to the Executive’s estate, as applicable, shall receive: (i) any earned, but unpaid, Base Salary; and (ii) any amounts owing to the Executive for reimbursement of expenses properly incurred by the Executive which are reimbursable in accordance with Section 5(e); in each case as earned or incurred, as applicable through the date of termination. The amounts payable under subparagraphs 10(a)(i) – (ii) (the “Accrued Benefits”) shall be paid at the time such payments would otherwise be due under the Company’s regular payroll practices, applicable Company policies or plans, or as provided by applicable law. In addition to the Accrued Benefits, the Executive shall also receive any earned but unpaid Annual Incentive Bonus for completed fiscal years. Any outstanding but unvested equity awards shall vest pro-rata in an amount equal to the Annual Bonus that the Executive would have been entitled to receive in respect product of the fiscal year in which the Executive's Termination Date occurs had he continued in employment until the end total number of such fiscal yearunits, calculated options or shares (as if all target performance targets and goals (if applicable) had been fully met covered by the Company and by the Executiveapplicable equity award times a fraction, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in that have elapsed from the most recent vesting date of the equity award (or from the grant date, if no such fiscal year through vesting date has occurred) until the Termination Date date of termination as a result of the Employee’s Death of Disability, and the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that the total number of Time-Based Shares that were scheduled to become non-forfeitable under days covered by the Time-Based Schedule through January 1 vesting schedule of the calendar year following applicable equity award starting from the calendar year in which grant date and ending on the Executive's Termination Date occurs; and Immediate and full final scheduled vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject date. This product shall be rounded to the achievement of any performance milestones nearest whole share. (the "Additional Time-Based Shares"), and (Db) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's ’s employment with the Company shall be is terminated either (i) by the Company other than Board for Cause, death, or Disability, or (2ii) by the Executive for in the absence of Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall promptly pay to the Executive the Change in Control Amount, if Accrued Benefits through the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A date of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereofhis termination. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and have no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's further entitlement to any other compensation or benefits from the Company. (c) If the Executive’s employment is terminated by the Company other than as a result of the Executive’s death or Disability or other than for reasons specified in Section 10(b), then in addition to the Accrued Benefits, the Executive shall be determined receive (i) continued Base Salary, for the three (3) months from date of separation (the “Severance Period”) (ii) any earned but unpaid Annual Incentive Bonus for completed fiscal years and (iii) if, and only if, such termination as described in accordance this Section 10(c) occurs within one (1) year following a Change in Control (as defined in the 2020 LTIP) and during the Term, all outstanding equity awards held by the Executive as of such termination and not then exercisable shall immediately become exercisable in full. (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's employee benefit plans , and the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to 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 have resigned as director of the Company, effective as of the date of such termination. (f) Payment of the benefits under Section 10, other applicable programs than the Accrued Benefits (the “Severance Benefits”) is contingent upon the Executive (or in the event of his death, the representative of his estate) executing and practices then delivering to the Company within twenty-one (21) days of the date of termination (or, if required with respect to certain terminations and specified by the Company, within forty-five (45) days of the date of termination) a general release of claims in effecta form provided by the Company, not revoking the release, and the release becoming irrevocable and effective. Notwithstanding any other provisions of this Agreement, no portion of the Severance Benefits will be paid or provided until the conditions of the foregoing sentence are satisfied; provided that, any portion of the Severance Payment which would otherwise have been payable prior to the date a release becomes irrevocable and effective shall be paid in a lump sum on the first payroll date after a release becomes irrevocable and effective, with the remainder payable over the Severance Period as applicable. Payment of such benefits is also contingent upon Executive’s full compliance with the provisions of Section 7 of this Agreement.

Compensation Upon Termination. Upon termination (a) If 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 Executive's employment during the TermCompany for Cause, the Executive 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 following benefits: date of termination. Any Stock Options that have vested as of the date of Employee’s termination shall remain exercisable for a period of 90 days. Any Stock Options that have not vested as of the date of termination and any grants of restricted stock the restrictions on which have not lapsed as of the date of termination, shall be deemed to have expired or be forfeited, as applicable, as of such date. (b) If the Executive's Employee’s employment is terminated by the Company for Cause without Cause, and other than by reason of death or Disability, or if the Employee’s employment is terminated by the Executive other than Employee for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder to Employee his Base Salary through the Termination Date but not paid as date of his termination and any expense reimbursement amounts for expenses incurred through the Termination Datedate of termination. In addition, including if (i) Base SalaryEmployee has executed and delivered to the Company, within 30 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; and (ii) reimbursement for any and all monies advanced or expenses incurred the rescission period specified in connection with that release has expired, the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an Employee (x) a severance amount equal to 100% of Employee’s then current Base Salary (the Annual “Severance”), less applicable withholdings and deductions, which amounts shall be payable in a single lump sum on the 90th day after the effective date of that termination, and (y) the target amount of the Performance Bonus contemplated by Section 4(b) (i.e., thirty-five percent (35%) of Employee’s Base Salary) that the Executive would have been entitled to receive in respect of payable for the fiscal year calendar in which the Executive's Termination Date occurs had he continued in termination of his employment until the end of such fiscal yearoccurs, calculated as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction the numerator of which is portion shall be determined pro rata based on the number of days in such fiscal calendar year through during which Employee was employed by the Termination Date Company payable in a single lump sum on the 90th day after the effective date of termination. For purposes of calculation of the Severance Benefits, Employee’s Base Salary and Performance Bonus target amounts shall be calculated without giving effect to any reduction that would give rise to Employee’s right to resign for Good Reason. Any Stock Options that have vested as of the denominator date of Employee’s termination shall remain exercisable for a period of 90 days. All unvested Stock Options and unvested awards of restricted Common Stock (“Restricted Stock”) as of the date of Employee’s termination shall be deemed to have expired as of such date. (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 in Control, then in addition to the severance benefits provided under Section 9(b) above, then all unvested Stock Options and unvested Restricted Stock held by Employee at the time that such termination occurs shall be accelerated and deemed to have vested as of the termination date. Any Stock Options that have vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of Employee’s termination shall remain outstanding and exercisable until the earlier of (x) 90 days following the later of the date of Employee’s termination or date of the Change of Control (unless Company options shall not generally be assumed or continued by the acquirer or continuing entity), or (y) the date of exercise of such Stock Options, or (z) the date on which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable the original term of any such Stock Options expires (without regard to the termination of Employee’s employment). (d) This Section 9 sets forth the only obligations of the Company with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 termination of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued Employee’s employment with the Company, (C) which do and the Employee acknowledges that, upon the termination of his employment, he shall not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to 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 benefits as provided below; provided, that no amount shall be payable Company. The time for payment of amounts due following Employee’s separation from service pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits 9 shall be determined in accordance with the Company's employee benefit plans ’s regular payroll and bonus payment practices, subject to the provisions of Code Section 409A and the Treasury Regulations. Payments for Performance Bonus, Discretionary Bonus or expense reimbursements accrued with respect to periods of service completed prior to Employee’s separation from service, but unpaid at the time of termination of employment, shall be due and payable at the same times as they otherwise would be due in accordance with the Company’s regular bonus payment practices (i.e., Performance Bonus within 30 days following the end of the applicable calendar year). Notwithstanding anything herein to the contrary, (i) if at the time of Employee’s termination of employment with the Company the Company’s common stock is publicly traded (as determined under Code Section 409A), (ii) Employee is a “specified employee” (as determined under Code Section 409A), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then the 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 months 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 payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected not to cause such an accelerated or additional tax. For purposes of Code Section 409A, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the 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 (as defined to 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 manner consistent with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. The compensation (including without limitation separation benefits) provisions of this Agreement shall be interpreted, operated and administered in a manner intended to comply with any applicable programs requirements of Code Section 409A, the Treasury Regulations, and practices then in effect.subsequent guidance issued under Code Section 409A.

Compensation Upon Termination. Upon termination of the Executive's employment during the Employment Term, the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 : (ia) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company for Good Cause or by Executive other than for CauseGood Reason, deaththe Company shall pay Executive the following amounts (collectively, "Accrued Compensation") on or no later than five (5) business days after the Termination Date or at such other date as may be expressly provided below: (1) Executive's Base Salary accrued through the Termination Date; (2) reimbursement for reasonable and necessary expenses incurred by Executive on behalf of the Company prior to the Termination Date; (3) any amount arising from Executive's participation in, or benefits under, any benefit, incentive, or investment plans described in Sections 4(a) and (b) of this Agreement, which amounts shall be payable in accordance with the terms and conditions of the plans; (4) any earned but unpaid Annual Incentive Bonus as described in Section 3(b) above in respect of any full fiscal quarter ended prior to the date Executive's employment is terminated (payable at the time such Annual Incentive Bonus would otherwise be payable pursuant to Section 3(b)); (5) any earned but unpaid Special Cash Bonus as described in Section 3(c) above in respect of any full Fiscal Year ended prior to the date Executive's employment is terminated (payable at the time such Special Cash Bonus would otherwise be payable pursuant to Section 3(c)); and (6) all other payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program, including any earned and accrued but unused vacation pay and sick leave. (b) If Executive's employment with the Company shall be terminated by reason of Executive's death or Disability, the Company shall pay to Executive's legal representatives the following amounts on or no later than five (5) business days after the Termination Date: (1) all Accrued Compensation as outlined in Sections 7(a)(1) through (6) above; and (2) subject to and consistent with the terms therein, any payments required pursuant to the Change of Control Agreement. (c) If Executive's employment with the Company shall be terminated by the Company without Good Cause or by Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay to Executive the Executive following on or no later than five (5) business days after the Termination Date (except as otherwise provided below): (1) all Accrued Compensation; The Company shall pay the Executive Compensation as outlined in Section 7(a)(1) through (6) above; (2) severance pay and equal to (i) eighteen (18) months of Executive's Base Salary (based upon the Base Salary in lieu of any further compensation for periods subsequent to effect at the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable and (ii) eighteen (18) months of Executive's target Annual Incentive Bonus for the Fiscal Year in equal monthly installments during the period beginning on which the Termination Date occurs, payable monthly in arrears; (3) subject to and ending on consistent with the date twenty-four (24) months following terms therein, any payments required pursuant to the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all terms of the Change of Control Agreement; and (4) Executive and/or Executive's Time-Based Shares family, as the case may be, shall continue to be covered, upon the same terms and Additional Time-Based Shares; and Continuation coverage for conditions as described in Section 4(a) hereinabove, by the Executive and any eligible dependents under all the Company's group same or equivalent medical, dental, and hospitalization benefit plans ("Continuation Health Coverage")life insurance coverages as in effect for Executive and/or Executive's family, as the case may be, immediately prior to the termination of Executive's employment, until the earlier of (A) twenty-four the expiration of eighteen (2418) months following after the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes has commenced new employment and has thereby become eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation for comparable benefits subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectrights under COBRA.

Compensation Upon Termination. Upon termination of Executive's Employment by the Company Other Than for Cause or by Executive for Good Reason. Executive's employment during hereunder may be terminated by the Term, Company other than for Cause or by Executive for Good Reason. In the Executive shall be entitled to the following benefits: If the event that Executive's employment hereunder is terminated by the Company other than for Cause or by the Executive other than for Good Reason, then the Company : (a) Executive shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, including be entitled to-receive (i) Base Salarythe Accrued Benefits, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the a pro rata annual bonus determined by multiplying Executive's employment and for reasonable and necessary expenses incurred then Annual Target Bonus by the Executive on behalf of the Company for the period ending on the Termination Datea fraction, (iiix) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such between the beginning of the then current fiscal year through of the Termination Date Company and the date of termination of employment and (y) the denominator of which is 365; The , (iii) an amount equal to two times the sum of Executive's Time-Based Shares Base Salary plus Annual Target Bonus as of the date of termination of employment, such amount payable in equal installments pursuant to the Company's standard payroll procedures for executive officers over a period of two years following the date of termination of employment, and (iv) continued health insurance coverage for Executive and his immediate family for a period of two years following the date of termination of employment. (b) All stock option awards held by Executive shall vest and become immediately fully become non-forfeitable exercisable and the restrictions with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares awards of restricted stock granted shall lapse, in each case to the extent such options would otherwise have become vested and exercisable (or such restrictions would have lapsed) had Executive remained in the employ of the Company for a period of two years following the date of termination. Except as provided in Section 3.3(d), such portion of Executive's stock options (together with any portion of Executive's stock options that have vested and become exercisable prior to the date of termination) shall remain exercisable for a period of 90 days following the date of termination of employment (or, if earlier, until the expiration of the respective terms of the options), whereupon all such options shall terminate. Any portion of Executive's stock options that have not vested as of the date of termination shall terminate as of such date; and all shares of Restricted Stock as to which the restrictions shall not have lapsed as of the date of termination shall be forfeited as of such date. (c) All other rights of Executive (A) which are not Restricted Stockand, (B) which vest or become non-forfeitable solely based on Executive's continued employment with except as provided in Section 5.6 below, all obligations of the Company, (C) which do not vest hereunder or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year otherwise in which the Executive's Termination Date occurs. If the connection with Executive's employment with the Company shall be terminated (i) by terminate effective as of the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release date of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable such termination of employment. Any termination of employment pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive 5.3 shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions effective upon thirty (as applicable30) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary days notice thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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.

Compensation Upon Termination. Upon termination of Employee's employment, prior to the Executive's employment during end of the TermProtection Period, the Executive Employee shall be entitled to the following benefits: : (a) If Employee’s employment with the Executive's employment is Company shall be terminated (i) by the Company for Cause or Disability, or (ii) by the Executive other than for reason of Employee’s death, or (iii) by Employee without "Good Reason, then ," the Company shall pay the Executive Employee all amounts earned or accrued hereunder through the Termination Date Date, but not paid as of the Termination Date, including (i) Base Salaryall Annual Compensation, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive Employee on behalf of the Company for during the period ending on the Termination Date, (iii) together with accrued but unused vacation pay, and paid time off (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, collectively "Accrued Compensation"). If In addition to the Executive's foregoing, if the Employee’s employment terminates is terminated by the Company for Disability or for by reason of the Executive's Employee’s death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive Employee or his beneficiaries an amount equal to the Annual Bonus "Pro Rata Bonus" (as hereinafter defined). For purposes of this Agreement, "Pro Rata Bonus" shall mean an amount equal to 100% of the target bonus that the Executive Employee would have been entitled eligible to receive in respect of for the Company's fiscal year in which the ExecutiveEmployee's Termination Date occurs had he continued in employment until the end of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such yearterminates, multiplied by a fraction fraction, the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions . (as applicableb) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's Employee’s employment with the Company shall be terminated (other than by reason of death) (i) by the Company other than for Cause, death, Cause or Disability, or (2ii) by the Executive Employee for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive Employee shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(cfollowing: (i) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive Employee all Accrued Compensation; Compensation and a Pro Rata Bonus; (ii) The Company shall pay the Executive as severance pay and Employee, in lieu of any further compensation for periods subsequent to the Termination Date, a lump sum severance payment, in cash, in an amount (the "Severance Amount") equal to two (w) 2.99 times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during (x) the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage Employee’s average Severance Compensation for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage most recent five taxable years ending prior to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amendedChange in Control. Notwithstanding the foregoing, if the Parties acknowledge and agree that no Employee is an executive officer who has attained the age of 62 on the Termination Date, the severance payment or benefit to be paid under this subsection shall be made pursuant the amount described above multiplied by a fraction, the numerator of which shall be the number of days remaining until the Employee’s 65th birthday, and the denominator of which shall be 1095. (iii) Within ten (10) business days after the Termination Date, and as a condition of receiving payments provided in Section 10 (b) (ii), Employee shall execute and deliver to this Section 5(c)(ivCompany the Waiver and Release Agreement (“Release”) attached hereto as Exhibit A. The severance payment shall not be paid unless the Employee has executed and delivered the Release, and the Release has become irrevocable as provided therein. Prior to the extent that such payment or benefit would constitute a deferral Effective Date, the Company may revise the Release to conform to applicable law, so long as the Release does not increase the obligations of compensation subject to Section 409A Employee thereunder; (and iv) If Employee, prior to the extent permissible Termination Date, was a participant in any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv)Welfare Benefits, the Company shall pay at its expense continue on behalf of Employee and his dependents and beneficiaries, for a period of three (3) years following the Termination Date, the Welfare Benefits or similar benefits no less favorable than the benefit levels and coverage provided to Employee prior to the Executive Termination Date. Employee shall pay the Change in Control Amountemployee portion of applicable premiums required to be paid by active employees of the Company. At its election, the Company may provide Employee and his dependents with equivalent benefits outside the Welfare Benefit plans or by providing Employee a cash payment sufficient for Employee to purchase equivalent benefits, so long as the net after-tax benefit is the same as if the Executive Employee had remained an employee of the Company, and the benefits made available to Employee provide no loss or discontinuation of benefits, and full waiver of any preexisting condition of the Employee and any of the Employee’s eligible dependents. The Company's obligation with respect to the foregoing benefits shall be discontinued in the event that Employee becomes covered under the health insurance coverage of a subsequent employer which does not contain any exclusion or limitation with respect to any preexisting condition of the Employee or the Employee’s eligible dependents. For purposes of this provision, Employee shall have a duty to inform Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. (v) Following the three (3) year period described in Section 10(b)(iv), above, Employee may elect to receive coverage under employee welfare plans of the Successor Entity at his then-current level of benefits (or reduced coverage at Employee’s election) by paying the premiums charged to regular full-time employees for such coverage. Such coverage shall provide benefits no less favorable than the benefits and coverage provided in the Welfare Benefits, with no loss or discontinuation of benefits, and full waiver of any preexisting condition of the Employee and any of the Employee’s eligible dependents. In the event of this election, Employee shall be eligible to receive such coverage, through the date of his retirement, and subsequently shall be eligible to continue coverage under the Successor Entity’s retiree health insurance coverage. (vi) Employee shall be entitled to an amount of credited service for benefit accrual and vesting purposes under the Pension Equalization Plan (if Employee was a participant therein prior to a Change in Control Amount pursuant Control) equal to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month a period of three (3) years following the Termination Date if either Date, and it shall be assumed for purposes of determining benefits under the Board or the Compensation Committee determines, in its good faith judgmentPension Equalization Plan, that paying Employee’s employment continued during such amounts time period at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment compensation level provided for in this Agreement by seeking other employment or otherwise and no such payment Section 5 above. In addition (if Employee was a participant in the Pension Plan prior to a Change in Control), the Employee shall be offset or reduced by entitled to a supplemental Pension Plan benefit, which shall be the excess, if any, of (x) the amount of any compensation or benefits provided that Employee would have been entitled to receive under the Executive Pension Plan as if (i) Employee received additional credited service under the Pension Plan for an additional three (3) years, and (ii) Employee’s Annual Compensation as defined in any subsequent employment other than as provided Section 5 above remained in effect during such time period over (y) the amount that Employee will actually receive under Section 5(c)(iv)the Pension Plan. Executive's entitlement to any other compensation or benefits This supplemental benefit shall be determined using the same factors, actuarial or otherwise, as used in accordance with determining Employee’s Pension Plan benefit and shall be payable at like terms and in like manner as the Company's employee Pension Plan benefit. This supplemental benefit plans is not payable unless and other applicable programs until the Employee receives Pension Plan benefits. (vii) The Company shall, to the extent necessary and practices then in effect.only to the extent necessary, modify the timing of delivery of Severance Compensation if it is determined that the timing would subject the Severance Compensation to the additional tax and/or interest assessed under Code Section 409A. In such event, such payments shall occur as soon as practicable without causing such payments to trigger tax penalty under Code Section 409A.

Compensation Upon Termination. Upon In the event your Term of Employment is terminated pursuant to Paragraph 2 above, you shall receive compensation as provided in Paragraph 3 above as follows. In the event your Term of Employment hereunder is terminated pursuant to subparagraphs (i) through (iii) of Paragraph 2 above through death, disability, or voluntary termination, then you or the legal representatives of your estate or your designated beneficiaries shall receive your Base Salary, and a proportionate part of your Incentive Compensation up to, but not after, the date of termination of your employment with the ExecutiveCompany. In the case of disability the Company shall continue to pay you 60% of your Base Salary as it exists on the date of termination, less any payments to you under the Company's long-term disability protection plan or other plan, through the period beginning on termination of your employment with the Company by reason of disability and ending on your normal retirement date as defined in the Company's pension plan. In the event the Board should terminate your employment with the Company pursuant to subparagraph (iv) of Paragraph 2 above, or in the event you should terminate your employment with the Company pursuant to subparagraph (vi) of Paragraph 2 above, you shall receive your Base Salary and a proportional part of your Incentive Compensation up to the date of termination of your employment with the Company, and you shall receive counseling and out-placement services (not to exceed $20,000) if needed, and you shall also receive Base Salary for the period through February 10, 2007, or for two years following the date of termination, whichever period is shorter. Notwithstanding the foregoing sentence, you agree to use your reasonable best efforts to secure employment reasonably satisfactory to you during the Termsecond year or part thereof if any for which the Company continues to be obligated to pay you Base Salary as provided in the foregoing sentence, and the amount of compensation received by you during such second year or part thereof if any on account of such employment shall be offset dollar for dollar against the Company's obligation to pay you Base Salary during such second year period as provided above. In the event the Board should terminate your employment with the Company pursuant to subparagraph (iv) of Paragraph 2 above, the Executive Option shall become exercisable on the date of such termination with respect to an additional three (3) installments but not more than the number of installments remaining to become exercisable. For example, if your Term of Employment were terminated on February 1, 2003, with a remaining term hereof ending February 10, 2007, and with five (5) additional installments remaining to become exercisable with respect to the Option, and the Option had as of February 1, 2003, already become exercisable with respect to three (3) installments of 25,000 shares each, then your Option would become exercisable on such date of termination with respect to an additional three (3) installments of 25,000 shares each and shall remain exercisable for ninety (90) days thereafter in accordance with its terms. In the event the Board should terminate your Term of Employment with the Company pursuant to subparagraph (iv) of Paragraph 2 above following a Change of Control of the Company, then your Option shall become exercisable in its entirety on the date of such termination as provided in Paragraph 5 above. Notwithstanding anything herein to the contrary, you shall receive hereunder the maximum amount of compensation due you (and only that maximum amount) as may be paid you without any part or all of such compensation being deemed to be an "excess parachute payment" under Section 280G of the Internal Revenue Code. The Human Resources and Compensation Committee may in good faith, subject to arbitration, make a determination of said maximum amount after considering all benefits due you from the Company including benefits payable under Paragraph 5, and no further compensation in excess of such maximum amount shall be entitled due you from the Company hereunder. You may make your own determination of such maximum amount, and you shall have the right to waive, and to refuse to accept, any part or all of the compensation due you hereunder to the following benefits: If extent that you deem such compensation to be an excess parachute payment. In the Executive's employment event your Term of Employment hereunder is terminated by the Company Board pursuant to subparagraph (v) of Paragraph 2 for Cause or by the Executive other than for Good ReasonCause, then the Company shall not be obligated to pay the Executive all amounts earned you any Base Salary or accrued hereunder through the Termination Date but not paid Incentive Compensation as provided above, beginning as of the Termination Datedate of such termination. The Board may in its sole judgment terminate your Term of Employment hereunder for Cause following any indictment of you for commission of a material crime as provided in Paragraph 2A above. In the event of reversal of any termination for Cause as a result of arbitration, including or in the event that there is no conviction following your indictment (iand subsequent termination for Cause) or that the conviction is reversed on appeal, you shall receive any amounts of Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction the numerator payment of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stockwas suspended hereunder, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date date of such termination for Cause and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply your reinstatement with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement or February 10, 2007, whichever sooner shall occur, with interest computed thereon at the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments prime rate prevailing at BankBoston N.A. during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectsuspension.

Compensation Upon Termination. Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: (a) If the Executive's ’s employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as a result 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, death or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive or to the Change in Control AmountExecutive’s estate, if as applicable, his Base Salary and any accrued but unpaid Bonus and expense reimbursement amounts through the Executive becomes eligible date of his Death or Disability. All Restricted Shares that are scheduled to receive vest on the Change in Control Amount next succeeding anniversary of the Effective Date shall be accelerated and deemed to have vested as of the termination date. All Restricted Shares that have not vested (or been deemed pursuant to the provisions in Section 6. Notwithstanding anything immediately preceding sentence to have vested) as of the date of termination shall be forfeited to the contrary in Section 5(c)(ii), no Severance Amount will be paid during Company as of such date. (b) If the six-month period following Executive’s employment is terminated by the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Chief Executive to incur an additional tax under Section 409A Officer of the Code ("Section 409A")Company for Cause, in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, then the Company will shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with his Base Salary through the other eighteen months date of the Severance Amount payable to his termination and the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and have no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's further entitlement to any other compensation or benefits from the Company. All Restricted Shares that have not vested as of the date of termination shall be forfeited to the Company as of such date. (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 Section 8(c) the fair market value of the Company’s Common Stock, in the aggregate, as determined in accordance good faith by the Board of Directors on the date of such Change of Control, is less than $50,000,000, 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 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 Restricted Shares 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. (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 9(b) or (c), then the Company shall (i) continue to pay to the Executive his Base Salary and benefits 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 that are scheduled to vest during the Term shall be accelerated and deemed. to have vested as of the termination date (e) This Section 9 sets forth the only obligations of the Company with respect to the termination of the Executive’s employment with the Company's employee benefit plans , and other applicable programs and practices then the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in effectSection 9. (f) The provisions of this Section 9 shall survive any termination of this Agreement.

Compensation Upon Termination. Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi5(c)(v), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi5(c)(v). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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.

Compensation Upon Termination. Upon (a) If the Executive's employment is terminated as a result of his death, the Company shall (i) pay to the Executive's estate his Base Salary and any accrued and unpaid Bonus and expense reimbursement amounts through the date of his death and (ii) for the shorter of six (6) months following his death or the balance of the Term (as if such termination had not occurred) provide continuation coverage to the members of the Executive'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. Any Stock Options that have not vested as of the date of the Executive's death shall be deemed to have expired as of such date. (b) If the Executive's employment during is terminated by the TermCompany due to Disability, the Company shall pay to the Executive his Base Salary and any accrued Bonus and expense reimbursement amounts through the date of his termination. In addition, for the shorter of six (6) months 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 Executive the Base Salary in effect at the time of such termination less the amount, if any, then payable to the Executive under any disability benefits of the Company and (ii) provide the Executive continuation coverage under all major medical and other health, accident, life or other disability plans and programs in which the Executive participated immediately prior to such termination. All Stock Options that have not vested as of the date of termination due to the Executive's Disability shall be entitled deemed to the following benefits: have expired as of such date. (c) If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to Base Salary through the Annual Bonus that date of his termination and the Executive would shall have been entitled no further entitlement to receive in respect any other compensation or benefits from the Company. All Stock Options that have not vested as of the fiscal year date of any such termination shall be deemed to have expired as of such date and, in which addition, the Executive's Termination Date occurs had he continued in employment until the end right to exercise any vested Stock Options shall terminate as of such fiscal year, calculated as if all target performance targets and goals date. (if applicabled) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with is terminated by the Company (or its successor) upon the occurrence of a Change of Control, the Company (or its successor, as applicable) shall be terminated (i) continue to pay to the Executive his Base Salary for a period of one (1) year following such termination, and (ii) pay the Executive any prorated accrued and unpaid Bonus and expense reimbursement amounts through the date of termination. The Company's obligation under clause (i) in the preceding sentence shall be reduced, however, by amounts otherwise actually earned by the Executive resulting solely from his employment, and/or in exchange for services rendered, during the one year period following the termination of his employment. All Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of such date. (e) If (i) the Executive's employment is terminated by the Company other than as a result of the Executive's death and other than for Causereasons specified in Sections 10(b), death, (c) or Disability(d), or (2ii) the Executive's employment is terminated by the Executive for Good Reason, then, subject the Company shall continue to pay to the Executive promptly signing his Base Salary for a period of one (1) year following such termination and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; any accrued and unpaid Bonus and expense reimbursement amounts through the date of termination. The Company Company's obligation under clause (i) in the preceding sentence shall pay be reduced, however, by any amounts otherwise actually earned by the Executive as severance pay and resulting solely from his employment, and/or in lieu of any further compensation exchange for periods subsequent to the Termination Dateservices rendered, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the one year period beginning on following the Termination Date and ending on termination of his employment. In addition, for the date twenty-four shorter of twelve (2412) months following any such termination or the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing balance of forfeiture conditions the Term (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that if such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(ivtermination had not occurred), the Company shall pay provide the Executive continuation coverage under all major medical and other health, accident, life or other disability plans or programs in which the Executive participated immediately prior to such termination. All Stock Options that have not vested as of the date of termination shall be deemed to have expired as of such date. (f) The continuation coverage under any major medical and other health, accident, life or other disability plans and programs for the periods provided in Section [9(a), 9(b) and 9(e)] shall be provided (i) at the expense of the Company and (ii) in satisfaction of the Company's obligation under Section 4980B of the Internal Revenue Code of 1986 (and any similar state law) with respect to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6period of time such benefits are continued hereunder. Notwithstanding anything to the contrary in contained herein, the Company's obligation to provide such continuation coverage under such Sections shall cease immediately upon the date any covered individual becomes eligible for similar benefits under the plans or policies of another employer. (g) This Section 5(c)(ii)9 sets forth the only obligations of the Company with respect to the termination of the Executive's employment with the Company, no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause and the Executive to incur an additional tax under Section 409A acknowledges that, upon the termination of the Code ("Section 409A")his employment, in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive he shall not be required entitled to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation payments or benefits which are not explicitly provided to the Executive in Section 9. (h) The provisions of this Section 9 shall survive any subsequent employment other than as provided under Section 5(c)(iv). 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 effecttermination of this Agreement.

Compensation Upon Termination. Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: (a) If the Executive's ’s employment is terminated by the Company for Cause as a result of his death or by the Executive other than for Good Reason, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason upon a Change of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv)Control, the Company shall pay to the Executive or to the Change in Control AmountExecutive’s estate, if as applicable, his Base Salary for a period of six (6) months following the Executive becomes eligible 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 receive vest on the Change in Control Amount next succeeding anniversary of the Effective Date shall be accelerated and deemed to have vested as of the termination date. All Stock Options and Dilution Options that have not vested (or been deemed pursuant to the provisions in Section 6. Notwithstanding anything immediately preceding sentence to have vested) as of the date of termination shall be forfeited to the contrary in Section 5(c)(ii), no Severance Amount will be paid during Company as of such date. Stock Options that have vested as of the six-month period Executive’s termination shall remain exercisable for 360 days following such termination. (b) If the Termination Date if Executive’s employment is terminated either (i) by the Board for Cause, or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii(ii) would cause by the Executive to incur an additional tax under Section 409A in the absence of the Code ("Section 409A")Good Reason, in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, then the Company will shall promptly pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with his Base Salary through the other eighteen months date of his termination and any expense reimbursement amounts owed through the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary date of the Termination Date and ending on the twenty four-month anniversary thereoftermination. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and have no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's 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 determined 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 other than as a result of the Executive’s death or Disability and other than for reasons specified in accordance Section 10(b) then the Company shall (i) continue to pay to the Executive his Base Salary and all Fringe Benefits for a period of six (6) months following such termination, (ii) pay any expense reimbursement amounts owed through the date of termination, (iii) pay any accrued but unpaid Bonus and (iv) 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 360 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's employee benefit plans , and other applicable programs and practices then the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in effectSection 10. (e) Upon termination of the Executive’s employment hereunder for any reason, the Executive shall be deemed to have resigned as director of the Company, effective as of the date of such termination. (f) The provisions of this Section 10 shall survive any termination of this Agreement.

Compensation Upon Termination. Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: 8.1 If the Executive's employment is terminated in accordance with Section 5.1, 6.1 or 7.1 of this Restated Agreement: (a) the Corporation shall forthwith, but in any event within ten (10) days from receipt by the Company for Cause or Corporation of a Release executed by the Executive other than for Good Reasonsubstantially in the form of Schedule "A", then pay to 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 Executive: (i) if not previously paid, that portion of the Executive's accrued but unpaid Monthly Base Salary, (ii) reimbursement any accrued but unpaid bonus to which the Executive is entitled for the preceding calendar year under any Incentive Compensation Plan, all unpaid reasonable business expenses and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation paypay earned or payable to the Executive by the Corporation for the period from the beginning of the Corporation's then current fiscal year, up to and including the Date of Termination; (ii) a lump sum cash payment equal to the Executive's Monthly Base Salary and one-twelfth (1/12) of the Executive's Annual Target Bonus for each month of the Severance Period; (iii) a lump sum payment equal to thirteen percent (13%) of the Executive's Annual Base Salary for the Severance Period representing the value of the group health and welfare benefits for the Severance Period; (iv) a lump sum payment representing the value of the Executive's monthly car allowance for the Severance Period; (v) a lump sum payment representing the value of the Corporation's contributions to the Corporation's savings plan (at a rate of six percent (6%) of the Executive's Annual Base Salary) for the Severance Period; (vi) a lump sum payment representing the value of the Executive's entitlement to receive from the Corporation financial counseling services for the Severance Period; and (vii) a lump sum payment representing the value of the Executive's entitlement to receive from the Corporation security monitoring services at the Executive's personal residence for the Severance Period; (b) with respect to the Executive's entitlement to pension benefits under the Pension Plan for Employees of Nexen Inc. (Defined Benefit Option) (the "Registered Pension Plan"), if any, and the Executive's related entitlement under the Nexen Inc. Restated Executive Benefit Plan (the "Executive Benefit Plan"), if any: (i) the Corporation shall recognize the Severance Period for purposes of determining the Executive's entitlement; (ii) for calculation purposes, the Executive's entitlement is the benefit which would have been determined assuming that the Executive had been employed throughout the Severance Period, including recognition of: (A) additional service that would have been credited for the Severance Period; (B) monthly salary equal to the Executive's Monthly Base Salary throughout the Severance Period; (C) pensionable bonus for the year of the Date of Termination, and for each subsequent year or portion thereof during the Severance Period, determined at the Annual Target Bonus level. Average bonus will be determined over the three years to the end of the Severance Period, including any partial calendar years; and (D) the Executive shall be deemed to retire, and the pension to commence, upon the later of the completion of the Severance Period and the attainment of age fifty-five (55), without any applicable early retirement reduction; and (iii) the pension entitlements described in this Section 8.1(b) shall, to the extent legally permissible, be provided through the Registered Pension Plan. To the extent that it is not legally permissible to provide such pension entitlements through the Registered Pension Plan, the Corporation shall pay to the Executive a lump sum payment representing the settlement value of the additional Executive Benefit Plan benefit determined in accordance with the assumptions set forth in Schedule "B-1"; (iv) any bonuses or incentive compensation entitlements of the Executive under the Executive Benefit Plan which have previously been funded in accordance with respect Article 11 but not previously settled in accordance with Article 11 shall be settled by the Corporation in accordance with the assumptions set forth in Schedule "B-1"; (c) the Corporation shall provide the Executive with executive outplacement counselling to be provided by a firm to be selected by the Executive, at a cost to the fiscal Corporation not to exceed $25,000.00; (d) all of the Executive's outstanding unexercisable stock options under any Stock Option Plan shall become exercisable; and (e) where the Executive has been relocated, at the request of the Corporation, within the two (2) year ended period immediately prior to the fiscal year Effective Date, if so requested by the Executive, the Corporation shall relocate the Executive back to the Executive's prior location. 8.2 The estimated value as of April 1, 2008 of Sections 8.l(a)(ii) to 8.1(c) are set out in which Schedule "C". Schedule "C" provides estimated values only and actual values shall be calculated in accordance with this Restated Agreement at the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). time of entitlement or payment under this Restated Agreement. 8.3 If the Executive's employment terminates for Disability is terminated in the circumstances described in Section 5.1, 6.1 or for reason 7.1 of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit Athis Restated Agreement, the Executive remuneration and benefits payable under this Article 8 shall not be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, reduced if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated obtains alternative employment. 8.4 Unless expressly provided otherwise in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentenceRestated Agreement, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal all payments to the cumulative amount that would have otherwise been previously paid be made to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment Article 8 shall be offset or reduced subject to required statutory deductions at source by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectCorporation.

Compensation Upon Termination. Upon termination of the Executive's ----------------------------- employment during the Termterm of this Amended and Restated Agreement (including any extensions thereof), the Executive shall be entitled to the following benefits: : (a) If the Executive's employment is terminated by the Company for Cause or Disability or by the Executive (other than for Good ReasonReason or a Limited Period Termination), then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in and (v) any previous compensation which the Termination Date occurs that was Executive has previously deferred (including any interest earned and unpaid or credited thereon) (collectively, "Accrued Compensation"). If In addition to the foregoing, if the Executive's employment terminates is terminated by the Company for Disability or for by reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries (i) an amount equal to the Annual Bonus bonus and incentive award(s) 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect 365 (a "Pro Rata Bonus") plus (ii) a severance payment equal to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with Base Salary at the Company, (C) which do not vest or become non-forfeitable subject rate in effect immediately prior to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all termination of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereofemployment. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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, death or Disability, (2) by the Executive for Good Reason, or (3) by the Executive as a Limited Period Termination, then the Executive shall be entitled to the benefits provided below: (i) the 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 for periods subsequent to the Termination Date, in a single payment an amount in cash equal to three (3) times the sum of (A) the Executive's Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is given (or if the Executive's employment is terminated after a Change in Control, the Executive's Base Salary immediately prior to the Change in Control, if greater) and (B) the "Bonus Amount." The term "Bonus Amount" shall mean the greatest amount of the cash awards received by the Executive during any of the three fiscal years immediately preceding the Termination Date under the 1996 Incentive Plan and any other plan of the Company; provided, -------- however, that if the Executive's employment is terminated before ------- a cash award under the Company's Earnings Growth Incentive Plan may be made in respect of 1998, the Bonus Amount shall be fifty percent (50%) of the Executive's Base Salary;

Compensation Upon Termination. Upon The following provisions pertaining to Executive’s compensation shall be observed upon termination of the Executive's ’s employment. Any amount payable to Executive under this Section 6 shall be subject to all applicable federal, state and local withholdings, or payroll or other taxes. Except as set forth in this Section 6, upon termination of employment, Executive shall not he entitled to further payments, severance or other benefits arising under this Agreement or from Executive’s employment with Employer or its termination. 6.1 By Employer with Cause or by Executive without Good Reason or Total Disability during Employment Term. If Employer terminates Executive’s employment during the Term, the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company Employment Term for Cause or by if Executive terminates Executive’s employment during the Executive Employment Term other than for Good ReasonReason or Total Disability, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets paid for unpaid wages and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such fiscal year unused accrued vacation earned through the Termination Date and the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurstermination date. If Executive terminates employment during the Executive's employment with the Company shall be terminated (i) by the Company Employment Term other than for Cause, death, Good Reason or Total Disability, Executive shall be required to give written notice of at least six (6) months (the date of such notice being the “Notice Date”), provided, however, that in such case Employer may accelerate such termination date to a date no earlier than thirty (30) days after the date Executive provides notice of termination and may relieve Executive of Executive’s responsibilities at any time after Executive provides such notice. 6.2 By Employer other than for Cause or (2) Total Disability or by Executive for Good Reason during Employment Term. If Employer terminates Executive’s employment during the Employment Term other than for Total Disability or Cause or if Executive terminates Executive’s employment during the Employment Term for Good Reason, thenEmployer shall pay to Executive the amounts set forth in this Section 6.2, subject provided, however, that Executive’s entitlement to the amounts described in Sections 6.2.2 and 6.2.3 is conditioned upon Executive promptly signing and not revoking delivering to Employer upon such termination a release of claims in substantially the form attached hereto as Exhibit AA (the “Release”). 6.2.1 Unpaid wages and unused accrued vacation earned through the termination date; 6.2.2 If termination is during the Initial Term, the Executive shall be entitled a separation payment equal to the benefits as provided below; providedamount of base salary that Executive would have earned had Executive remained continuously employed with Employer through the Initial Term (but, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates in any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of event, not less than one year’s base salary), or, if termination is during any further compensation for periods subsequent to the Termination DateExtended Term, an amount (the "Severance Amount") a separation payment equal to two times his then current Base Salary and two times his Target Annual Bonus; which shallone year’s base salary, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning each case based on the Termination Date and ending on rate of salary payable to Executive under the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing terms of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefitsthis Agreement. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no Such separation payment or benefit shall be made pursuant in a lump sum within ten (10) days after the termination date; and 6.2.3 If Executive elects to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral continue medical and/or dental coverage after termination of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply employment with Section 409A). In addition to any benefits that the Executive may be entitled to receive Employer pursuant to the provisions in Sections 5(c)(i) to 5(c)(ivConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), if such act is applicable, monthly premium payments for Executive and Executive’s spouse for the Company period that Executive is eligible for such coverage but not to exceed the period for which Executive is entitled to Separation Payments under this Agreement. If Executive is not eligible for COBRA coverage, Employer shall pay to the Executive the Change an allowance in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided six hundred dollars ($600) per month for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectperiod.

Compensation Upon Termination. Upon termination In addition to any employee benefits to which Employee is entitled pursuant to Section 2.4 and any reimbursement of business expenses pursuant to Section 2.5 (with respect to which Employee and the Executive's employment during the TermCompany shall reasonably cooperate), the Executive Employee shall be entitled to the following benefits: If upon termination of Employment under this Agreement, subject, however, to compliance by employee with the Executive's employment is terminated by covenants of Section 4: (a) In the Company for Cause or by the Executive event that Employee resigns pursuant to Section 3.5(a) (other than for Good Reason), then Employee shall be entitled to receive and the Company shall pay the Executive all amounts cause to be paid (1) any earned or accrued hereunder but unpaid Base Salary through the Termination Date but not paid as effective date of termination and (2) any award for which a Bonus was earned under the Termination Date, including (i) Base Salary, (ii) reimbursement Incentive Plan for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year Performance Period which ended prior to the fiscal year effective date of termination but was not theretofore paid to Employee. All such amounts shall be paid by the Company in which a single sum cash payment within thirty (30) days after the Termination Date occurs date of Employee’s discharge or resignation. (b) In the event that was earned and unpaid (collectivelythe Company discharges Employee pursuant to Section 3.4(b) for Cause, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive Employee shall be entitled to receive and the benefits provided below: The Company shall pay cause to be paid (1) any earned but unpaid Base Salary through the Executive 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 Employee; and (3) the pro-rata portion of Employee’s IPO Restricted Stock award granted pursuant to Section 2.3 determined as the numbers of months from the date of grant through the date of termination divided by 60 (sixty) multiplied by the number of shares of Employee’s IPO Restricted Stock granted pursuant to Section 2.3. All such amounts shall be paid by the Company in a single sum cash payment within thirty (30) days after the date of Employee’s discharge or his beneficiaries all Accrued Compensation; The resignation. (c) In the event that Employee’s employment is terminated by death, Employee’s estate or personal representative shall be entitled to receive and the Company shall pay cause to be paid (1) any earned but unpaid Base Salary through the date of Employee’s death; (2) any award for which a Bonus was earned under the Incentive Plan for any Performance Period which ended prior to the Executive or effective date of termination but was not theretofore paid to Employee; (3) payment of Employee’s then current Base Salary for the ninety (90) day period following the date of his beneficiaries death; (4) an amount equal to the Annual Bonus that Target Incentive Award established for Employee under the Executive would have Incentive Plan for the then current Performance Period had Employee’s employment not been entitled terminated and had Employee satisfied all Performance Goals established with respect 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such yearPerformance Period, multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date then current Performance Period under the Incentive Plan occurring prior to and including the date of Employee’s death, and the denominator of which is 365the number of days of the whole Performance Period; The Executive's Time-Based Shares and (5) continued benefits (to the same extent and at the same level as were provided by the Company to Employee’s family members immediately prior to Employee’s death) under the health, disability and other welfare benefit and insurance plan(s) referenced in Section 2.4(b), for the ninety (90) day period following the date of termination, and, to the extent permitted pursuant to such health, disability and other welfare benefit and insurance plan(s). All such amounts and benefits (other than the benefits continued pursuant to Section 3.6(c)(5) above, which shall immediately fully become non-forfeitable be payable or made available in accordance with the terms of the applicable plan) shall be paid or provided by the Company in a single sum cash payment within thirty (30) days after the date of Employee’s death; provided that the Company has obtained satisfactory evidence of Employee’s death. (1) Except as provided in Section 3.6(d)(2) below, in the event that the Company discharges Employee pursuant to Section 3.4(a) other than for Cause or Employee resigns pursuant to Section 3.5(b) for Good Reason, Employee shall be entitled to receive and the Company shall cause to 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 Employee, plus an amount equal to the product of (i) the Bonus, if any, established for Employee under Section 2.2 of this Agreement for the fiscal year in which such termination occurred had Employee’s employment not been terminated and had Employee satisfied all Performance Goals established with respect to that number such Performance Period, multiplied by (ii) a fraction, the denominator of Time-Based Shares that which shall be twelve (12) and the numerator of which shall be twelve (12); (C) payment of Employee’s then current Base Salary for the twelve (12) month period (the “Continuation Period”) following the date of termination and (D) continued benefits (to the same extent and at the same benefit level as were scheduled provided by the Company to become non-forfeitable Employee immediately prior to termination) under the Time-Based Schedule retirement plans referenced in Section 2.4(a), the health, disability and other welfare benefit and insurance plans referenced in Section 2.4(b); provided, that if any such plans are terminated, or benefits thereunder reduced or eliminated, during the Continuation Period, or if, as a result of termination or otherwise, Employee ceases to be eligible to participate in any such plans during such Continuation Period, the Company shall provide to Employee substitute benefits which are no less favorable to Employee than those received by Employee under such plan(s) for the remainder of the Continuation Period. Subject to Section 3.8, all such amounts and benefits (other than the amounts referenced in Section 3.6(d)(1)(C), which shall be paid in accordance with Section 3.6(f), and the Continuation Benefits referenced in Section 3.6(d)(2), which shall be payable or made available in accordance with the terms of the applicable benefit plan and Section 3.6(f)), otherwise available under this Agreement shall be paid or made available by the Company in a single sum cash payment within thirty (30) days after the date of Employee’s discharge or resignation. (2) Notwithstanding anything to the contrary in Section 3.6(d)(1) above, in the event that (A) a Change in Control occurs and (B) within the twelve (12) month period immediately following the date on which the Change in Control occurs, (i) the Company discharges Employee pursuant to Section 3.4(a) other than for Cause or (ii) Employee resigns pursuant to Section 3.5(b) for Good Reason, Employee shall be entitled to receive and the Company shall cause to be paid in a single sum cash payment and within thirty (30) days of Employee’s termination of employment an amount equal to (a) any earned but unpaid Base Salary through January 1 the date of termination; plus (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 Employee; plus (c) the product of one (1) times Employee’s then current Base Salary at the date of termination, and (d) the product of one (1) times the Bonus, if any, established for Employee under Section 2.2 of this Agreement for the fiscal year in which such termination occurred had Employee’s employment not been terminated and had Employee satisfied all Performance Goals established with respect to such Performance Period. In addition, Employee shall be entitled to continued benefits (to the same extent and at the same benefit level as were provided by the Company to Employee immediately prior to termination (the “Continuation Benefits”) under the retirement plans referenced in Section 2.4(a), the health, disability and other welfare benefit and insurance plans referenced in Section 2.4(b), for the twelve (12) month period following the date of termination, and, to the extent permitted pursuant to such health, disability and other welfare benefit and insurance plan(s), for such longer period as to which Employee or Employee’s beneficiaries pay the cost of coverage thereof; provided, that if any such plans are terminated, or benefits thereunder reduced or eliminated, during such twelve (12) month period, or if, as a result of termination or otherwise, Employee ceases to be eligible to participate in any such plans during such twelve (12) month period, the Company shall provide to Employee substitute benefits which are no less favorable to Employee than those received by Employee under such plan(s). Subject to Section 3.8, all such amounts and benefits (other than the amounts referenced in Section 3.6(d)(1)(C), which shall be paid in accordance with Section 3.6(e), and the Continuation Benefits, which shall be payable or made available in accordance with the terms of the applicable benefit plan and Section 3.6(f)), otherwise available under this Agreement shall be paid by the Company in a single sum cash payment within thirty (30) days after the date of Employee’s discharge or resignation. (3) If, as a result of a Change in Control, Executive is subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), the Company shall reimburse Executive for the amount of such tax, and shall pay Executive such additional amount or amounts as may be necessary to place Executive in the same financial position after consideration of any and all potential related state, federal, and other taxes (including any interest or penalties imposed with respect to such taxes, provided that Executive properly reports the Excise Tax) that he would have been in if he had not incurred such Excise Tax liability. The Company shall reimburse Executive for the amount of any required withholding with respect to the Excise Tax and the taxes thereon at the time of such withholding, and the remainder of any amount due under this Section 3.6(d)(3) shall be paid by the Company to Executive no later than the fifteenth day of March of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting Excise Tax is imposed. (e) Except as otherwise provided in Section 3.6(c) or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"3.6(d), Employee’s right, upon and (D) which were scheduled to vest or become non-forfeitable through January 1 after the termination of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's his employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable under this Agreement pursuant to this Section 5(c) on 3 or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Dateotherwise, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage any benefit under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amountplans, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A")any, in which case such amounts Employee is entitled to participate pursuant to Section 2.4 shall be determined under the provisions of those plans. (f) Any amount or benefit that is payable or to be provided to Employee, or on his behalf, in accordance with Section 3.6(d) and which is not payable or to be provided in a single sum cash payment shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive Employee, Employee’s estate or personal representative, or Employee’s beneficiaries, as applicable, in any subsequent employment other than as provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits shall be determined a series of substantially equal payments, in accordance with the Company's employee ’s current payment policies for the period established in this Section 3.6. Subject to Section 3.6(g), such payments or benefits shall commence being made within thirty (30) days of Employee’s discharge or resignation. (g) Notwithstanding any provision of this Agreement to the contrary, no payment shall be made or benefit plans and other applicable programs and practices provided under Section 3.6 unless the event triggering the payment or provision of benefits constitutes a “separation from service” as determined under Code Section 409A. However, in the event Employee is a “specified employee” (as determined under Code Section 409A) at the time of the triggering event, then in effectany payment or benefit that is otherwise due Employee under this Agreement which is determined to provide for a deferral of compensation pursuant to Code Section 409A shall not commence being paid or made available to Employee until after six (6) months from the date of his separation from service.

Compensation Upon Termination. Upon termination In the event that the Executive’s employment terminates for any reason other than pursuant to section 7, 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's employment during the Term, the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's terminates his employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for without Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive Executive, within 30 days after the Change in Control AmountDate of Termination, if all accrued Base Salary and benefits through the Executive becomes eligible to receive Date of Termination (the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month “Accrued Benefits”) and within a reasonable period following the Termination Date if either the Board or as determined by the Compensation Committee determines, and/or as is administratively practical any Annual Incentive earned in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result respect of the previous sentence, on the first day following the end completed fiscal year but not paid as of the six-month periodDate of Termination. The Company shall have no further obligations to the Executive after the Date of Termination. (b) If the Executive’s employment terminates due to his death or disability, the Company will 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 Executive 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 lump-sum amount bonus equal to 50% of the cumulative amount annual target rate of bonus in the year of the Date of Termination; (x) take actions necessary such that would have otherwise been previously paid all Options or Shares granted to the Executive Employee under this Agreement with the other eighteen months 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 Severance Amount payable Date of Termination. (ii) If the Company terminates the employment of the Employee by reason of disability, the Company shall: (v) pay to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall Employee, not be required to mitigate less frequently than monthly, the amount of any payment provided for difference between the level of long-term disability benefits required to be maintained under the Benefit Plans (the “Maximum Monthly Benefit” as defined in this Agreement by seeking other employment or otherwise the US Benefit Plan), and no such payment shall be offset or reduced by the amount actually paid in satisfaction of any compensation 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 benefits provided Shares granted to the Executive Employee under the Plans which remain unvested shall immediately vest; (x) pay a pro rata bonus for the fiscal year in any subsequent employment other than 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 8(b) (ii), ensure that the Employee’s Health Coverage under the Benefit Plans as described in Schedule I shall continue to be provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits shall be determined in accordance with at the Company's employee benefit plans and other applicable programs and practices then in effect’s expense.

Compensation Upon Termination. Upon termination of A. If the Executive's employment during services are terminated pursuant to Paragraph 6B, 6C or (except as provided in Paragraph 7C) 6D, or the TermExecutive 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 following benefits: 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 employment is services are terminated by the Company 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) a lump sum equal to (a) the amount that would be payable as Base Salary to Executive for Cause or by the Executive other than for Good Reasonperiod beginning on the date immediately following termination of Executive's services and ending one year after the end of the then Current Term (such period, then the Company shall pay the Executive "CONTINUATION PERIOD"), plus (b) an amount equal to Executive's Target Bonus on (1) all amounts paid pursuant to clause (i)(a) of this Paragraph 7B and (2) all amounts paid to Executive as Base Salary for the portion of the then Current Term ending on the date of termination of Executive's services, plus (c) any bonus that was earned or accrued hereunder through the Termination Date by Executive under Paragraph 4B but not paid as of the Termination Dateeffective date of the termination of Executive's services, including and (ii) continuation of health and welfare benefits during the Continuation Period. Upon termination of Executive's employment pursuant to this Paragraph 7B, (i) Base Salary, all unvested cash Incentive Awards shall become immediately vested and payable (iiif applicable) reimbursement for any as and all monies advanced or expenses incurred to the extent provided in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation payLTIP, and (ivii)(a) all unvested equity-based awards under the LTIP or otherwise that would have vested under the original vesting schedule for such awards at any bonuses time during the Continuation Period shall become immediately fully vested and payable (if applicable) and (b) all other unvested equity-based awards under the LTIP or incentive compensation with respect otherwise shall immediately terminate. Employer's obligations to pay the fiscal year ended prior to amounts and furnish the fiscal year benefits as provided in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the this Paragraph 7B shall be conditioned upon receipt by Employer of Executive's employment terminates written release of the Employer from all claims for Disability or for reason additional severance payments and benefits and otherwise. All payments described in this Paragraph 7B shall be made to Executive in a single lump sum on a date that is not later than ten (10) business days following the date of termination of the Executive's deathservices. C. In the event of a Change in Control, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 subsequent termination, within thirty-six (36) months after the Change in Control, of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, Employer without cause or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled receive (i) a lump sum amount equal to (a) Executive's Target Bonus on the amount paid to Executive as Base Salary from the beginning of the then Current Term to the date of termination of Executive's services, plus (b) Executive's final Base Salary, multiplied by two (2), plus (c) the higher of Executive's Target Bonus calculated with respect to the amount paid pursuant to Paragraph 7C(i)(b) or two (2) times the highest annual bonus actually received by Executive during the two most recent years; and (ii) continuation of Executive's health and welfare benefits for a period ending two years after the end of the then Current Term. In addition, upon a Change in Control, all unvested cash Incentive Awards shall become immediately vested and payable (if applicable) as and to the extent provided belowin the LTIP, and all other unvested equity-based awards and grants previously made to Executive under the LTIP or otherwise shall become immediately fully vested and payable (if applicable). All payments described in this Paragraph 7C shall be made to Executive in a single lump sum on x xxxx xxxx xx xxx xater than ten (10) business days following the date of termination of Executive's services. For purposes of this Paragraph 7C, "GOOD REASON" for termination of Executive's employmenx 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; Executive'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 Target Bonus opportunity is reduced. For purposes of this Paragraph 7C, a "CHANGE IN CONTROL" shall be deemed to have occxxxxx xxxx: (1) 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 Employer or any subsidiary of the Employer or (ii) any employee benefit plan of the 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, or (iii) RSM Richter Inc. ("RICHTER"), in its capacity (but solely in ixx xxxxcity) as (x) xxterim receiver, receiver and manager of the assets, undertakings and properties of Ravelston Corporation Limited ("RCL") and Ravelston Management Inc. ("RMI") pursuant to the Receivership Order of the Ontario Superior Court of Justice dated April 20, 2005, and (y) monitor of RCL and RMI pursuant to the CCAA Initial Order of the Ontario Superior Court of Justice dated April 20, 2005 (Richter, in its capacities as interim receiver, receiver, xxxxxxx and monitor pursuant to the foregoing orders of the Ontario Superior Court of Justice, is referred to as the "RECEIVER"), and any Person which as of April 20, 2005 was a direct or indirect subsidiary of RCL or RMI (a "RAVELSTON SUBSIDIARY"); provided, that each such Ravelston Subsidiary shall only be deemed to be covered by this clause (iii) for so long as (A) it is and remains a Ravelston Subsidiary, (B) Richter remains Receiver, and (C) Richter, in its capacity as Xxxeiver, beneficially owns no amount shall be payable pursuant to this Section 5(cxxxx xoting securities of Employer than were beneficially owned by RCL and RMI on April 20, 2005) on of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act), directly or following the date the Executive first violates any indirectly, of securities of the covenants set forth 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 Section 7: The Company shall pay 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 Executive all Accrued CompensationEmployer; The Company shall pay or (2) Richard R. Burt, Henry A. Kissinger, Shmuel Meitar, Gordon A. Xxxxx, Xxxxam X. Xxxxxx, Xxxxxxd X.X. Xxxxx, Xamxx X. Xxxmpson (cxxxxxxxxxlx, "XXXXXXXXX XIXXXXXXX") anx xxx xxx xxxxxxxrs whose election by the Executive Board or nomination by the Board 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 new directors being referred to as severance pay and in lieu "SUCCESSOR INCUMBENT DIRECTORS") ceasing for any reason to constitute at least a majority of the Board; (3) the adoption, enactment or effectiveness of any further compensation for periods subsequent action (including, without limitation, by resolution or by amendment to the Termination DateEmployer's charter or bylaws) that materially limits or diminishes the power or authority of the Employer's board of directors or any committee thereof, an amount if such action has not been approved by a vote of a least two-thirds (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable2/3) of the 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 Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any assets of the covenants set forth in Section 7 or Employer (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive a "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409ABUSINESS COMBINATION"), in which case each case, unless, following such amounts shall be paid at Business Combination, all or substantially all of the time 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 times indicated indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in this Section 5(c)(vi). If the payment election of any Severance Amounts are delayed directors of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns the previous sentenceEmployer, on the first day following the end or all or substantially all of the six-month periodEmployer'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 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 to Executive by the Employer, the Company will Employer shall pay the Executive a lumpto Executive, in advance, all sums necessary to pay any such tax, plus an amount necessary to gross-sum amount equal up such payments for income and employment taxes relating to such payments and such gross-up payments, plus any penalties and interest on such taxes (to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced extent caused by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(ivEmployer). 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.

Compensation Upon Termination. Upon termination of the Executive's Employee’s employment effective during the TermProtection Period, the Executive Employee shall be entitled to the following compensation and benefits: : (a) If Employee’s employment with the Executive's employment is Company shall be terminated (i) by the Company for Cause or Disability, or (ii) by the Executive other than for reason of Employee’s death, or (iii) by Employee without “Good Reason” pursuant to Section 9(c), then the Company shall pay the Executive Employee all amounts earned or accrued hereunder through the Termination Date Date, but not paid as of the Termination Date, including (i) Base Salaryall Annual Compensation, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive Employee on behalf of the Company for during the period ending on the Termination Date, (iii) together with accrued but unused vacation pay, and paid-time-off (iv) any bonuses or incentive compensation collectively “Accrued Compensation”), each in accordance with respect the applicable policies, plans and practices of the Company. In addition to the fiscal year ended prior to foregoing, if the fiscal year in which Employee’s employment is terminated by the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates Company for Disability or for by reason of the Executive's Employee’s death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive Employee or his beneficiaries an amount equal to the Annual Bonus “Pro Rata Bonus” which shall mean an amount equal to 100% of the annual incentive bonus target that the Executive Employee would have been entitled eligible to receive in respect of for the Company’s fiscal year in which the Executive's Termination Date occurs had he continued in Employee’s employment until the end of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such yearterminates, multiplied by a fraction fraction, the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365; . The Executive's Time-Based Shares Pro Rata Bonus shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year be paid in a lump sum within sixty (60) days following the calendar year in which Termination Date. (b) If during the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with Protection Period the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's Employee’s employment with the Company shall be terminated (other than by reason of death) (i) by the Company other than for Cause, death, Cause or Disability, or (2ii) by the Executive Employee for Good Reason, thenthen following the Termination Date, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit Aconditions specified below, the Executive Employee shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(cfollowing: (i) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive Employee all Accrued Compensation; , payable in accordance with the applicable policies, plans and practices of the Company, and a Pro Rata Bonus, payable within sixty (60) days following the Termination Date. (ii) The Company shall pay the Executive as severance pay and Employee, in lieu of any further compensation for periods subsequent to the Termination Date, a lump sum severance payment, in cash, in an amount (the "Severance Amount") equal to two 2.99 times his then current Base Salary (2.99x) the Employee’s Severance Compensation. The lump sum severance payment described in this paragraph shall be paid within sixty (60) days after the Termination Date. (iii) As a condition of receiving payments and two times his Target Annual Bonus; which shall, except as otherwise set forth benefits provided in Section 5(c)(vithis subsection 10(b), Employee shall execute and deliver to Company or Successor Employer the Waiver and Release Agreement (“Release”) in substantially the same form as attached hereto as Exhibit A. The severance payments and benefits shall not be payable in equal monthly installments during paid or provided unless the period beginning on Employee has executed and delivered the Release within the timeframe specified by the Company consistent with applicable laws, and the Release has become irrevocable as provided therein. Prior to the Effective Date, the Company may revise the Release to conform to applicable law, so long as the Release does not increase the obligations of Employee thereunder. (iv) If Employee, prior to the Termination Date Date, was a participant in any Welfare Benefits, the Company or the Successor Employer, or any affiliate of the Successor Employer as determined under the rules of Code Sections 414(b) and ending (c), shall at its expense continue on the date twenty-four behalf of Employee and Employee’s dependents and beneficiaries, for a period of three (243) months years following the Termination Date; , the Welfare Benefits or similar benefits no less favorable than the benefit levels and coverage provided to Employee prior to the Termination Date. Employee shall pay the employee portion of applicable premiums required to be paid by similarly-situated active employees (or retired employees in the case that the Employee is retired) of the Company. At its election, the Company may provide Employee and Employee’s dependents with equivalent benefits outside the Welfare Benefits plans (though not by method of direct cash payment). The Executive Company’s obligation with respect to the foregoing benefit shall be discontinued in the event that Employee becomes covered under the health insurance coverage of a subsequent employer, other than the Successor Employer or any affiliate thereof, which does not contain any exclusion or limitation with respect to any preexisting condition of the Employee and Employee’s dependents. For purposes of this provision, Employee shall have a duty to inform Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. The continued coverage or provision of equivalent benefits under this subsection 10(b)(iv) or subsection 10(b)(v) shall be provided in a manner that is intended to satisfy an exception to Code Section 409A, and therefore not treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Code Section 409A, including (i) providing such benefits on a nontaxable basis to Employee, (ii) providing for the reimbursement of medical expenses incurred during the time period during which Employee would be entitled to full and immediate vesting and/or lapsing continuation coverage under a group health plan of forfeiture conditions the Company pursuant to Code Section 4980B (i.e., COBRA continuation coverage), (iii) providing that such benefits constitute the reimbursement or provision of in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Code Section 409A, or (4) such other manner as determined to be in compliance with an exception from being treated as nonqualified deferred compensation that is subject to taxation under Code Section 409A. (v) If Employee was a participant in the Retiree Healthcare Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, the Employee’s benefit under the Retiree Healthcare Plan shall be determined as if (i) Employee had completed an additional three (3) Years of Plan Participation (as applicabledefined in the Retiree Healthcare Plan), and (ii) Employee were three (3) years older for determining eligibility for plan benefits. Furthermore, if the Employee is not eligible for benefits after the age and participation adjustment, then the Retirement Medical Savings Account (after adjustment for three years of all participation) will be considered vested, and upon attainment of age 55 the Employee shall be deemed eligible for Retiree Healthcare Plan benefits, with the vested Retirement Medical Savings Account available to offset premiums. At its election, the Company may provide Employee and Employee’s dependents with equivalent benefits outside the Retiree Healthcare Plan (though not by method of direct cash payment). (vi) If Employee was a participant in the 2005 Pension Equalization Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, the Employee’s benefit under the 2005 Pension Equalization Plan shall be determined as if (i) Employee had completed an additional three (3) Years of Plan Participation (as defined in the 2005 Pension Equalization Plan), and (ii) Employee received Annual Compensation (as defined in Section 5) during each additional Year of Plan Participation. If Employee was a participant in the Restoration Plan and the Pension Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, Employee’s Restoration Plan benefit shall be determined as if (i) Employee completed three (3) additional years of Credited Service under the Pension Plan, and (ii) the Employee received Annual Compensation (as define in Section 5) during each additional year of Credited Service. For purposes of this subsection 10(b)(vi), if the Employee is not entitled to any future benefit accruals in the Restoration Plan as of the Executive's TimeEffective Date the Employee shall not receive any additional Credited Service or Annual Compensation when determining their Restoration benefit. Furthermore, the Employee shall be made 100% vested for purposes of both the 2005 Pension Equalization Plan and Restoration Plan, if the Employee is a participant in such plans (for purposes of this subsection) and is not already fully vested. (i) If Employee was a participant in the Nonqualified Deferred Compensation Plan immediately prior to a Change in Control, then as of Employee’s Termination Date, Employee’s Non-Based Shares Elective Account in the Nonqualified Deferred Compensation Plan shall become immediately vested and Additional Time-Based Shares; be determined as if (i) Employee had completed three (3) additional Plan Years of participation and Continuation coverage for earned the Executive and any eligible dependents under all the Company's group medicalrelated Supplemental Matching Contributions, dentalSupplemental Retirement Contributions, and hospitalization benefit plans Supplemental Target Contributions ("Continuation Health Coverage"all as defined in the Nonqualified Deferred Compensation Plan); no investment earnings shall be attributed for this additional period, until earlier of and (Aii) twenty-four Employee received Annual Compensation (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth as defined in Section 7 or (25) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefitsduring each additional Plan Year of participation. As For purposes of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(ivsubsection 10(b)(vii), the Executive additional contributions under the Nonqualified Deferred Compensation Plan (Supplemental Matching Contributions, Supplemental Retirement Contributions, and Supplemental Target Contributions) shall be eligible determined without regard to elect to receive "COBRA" continuation coverage any offsets from the Retirement Savings Plan. (This has the same effect as if the Supplemental Matching Contributions and Supplemental Retirement Contributions were determined on total pay rather than only on pay over IRS pay limits.) Notwithstanding any provision herein to the extent permitted by Section 601 et seq. of contrary, if the Employee Retirement Income Security Act is a “specified employee” (as defined for purposes of 1974Code Section 409A), as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit under this Agreement shall be made pursuant before the date which is six (6) months after the date of the Employee’s Termination Date, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to this additional taxes thereunder, if such payment constitutes deferred compensation subject to Code Section 5(c)(iv) to 409A. To the extent that the Agreement provides for such payment or benefit would constitute a deferral of compensation subject nonqualified deferred compensation, it is intended to be compliant with Code Section 409A (409A, and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date interpreted and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectadministered accordingly.

Compensation Upon Termination. Upon termination of the ExecutiveEmployee's employment during the Termemployment, the Executive Employee shall be entitled to the following benefits: : (a) If the ExecutiveEmployee's employment is with the Company shall be terminated by reason of death or disability or by the Company for Cause or by the Executive other than for Good Reasonpursuant to Section 7(d), then the Company shall pay the Executive all amounts Employee (i) only that portion of his Base Salary which has been earned or and is accrued hereunder but unpaid through the Termination Date but not paid as of the Termination Date, including (i) Base Salary, (ii) reimbursement if, but only if, the Termination Date is after the end of the ninth full month of the Company's fiscal year, his Annual Bonus prorated for any and all monies advanced or expenses incurred the number of weeks in connection such fiscal year during which the Employee has been employed by the Company under this Agreement, provided that such Annual Bonus has been earned in accordance with the Executive's employment and Bonus Plan for the fiscal year during which the Termination Date occurs, (iii) reimbursement for reasonable and necessary expenses incurred by the Executive Employee on behalf of the Company for during the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses accrued vacation pay. If the Employee's employment is terminated by the Company pursuant to Section 7(d), the Company shall make available such COBRA benefits as are required under applicable law and (i) the employee shall be entitled to severance benefits in accordance with company policy and practices or incentive compensation with respect (ii) if such termination occurs pursuant to or within one year following a Change of Control of the Company (hereinafter defined), the Company shall also pay to the Employee severance pay equal to one hundred percent (100%) of the Employee's Base Salary as at the Termination Date ("Severance Pay Amount"). The Severance Pay Amount shall be payable in accordance with the normal payroll frequency practices beginning in the month following the month in which the Termination Date occurs, until the Severance Pay Amount is paid in full. The prorated Annual Bonus shall be payable not later than ninety (90) days following the end of the Company's fiscal year ended prior year; provided, however, that notwithstanding anything in this Agreement to the contrary, the Employee shall not be entitled to receive any portion of the Annual Bonus for the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If if the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 prior to the end of the ninth full month of such fiscal year, calculated as if all target performance targets and goals . (if applicableb) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the ExecutiveEmployee's employment with the Company shall be terminated (i1) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv)Employee, the Company shall pay to the Executive Employee (i) only that portion of his Base Salary which has been earned and is accrued but unpaid through the Change in Control AmountTermination Date, if and (ii) reimbursement for reasonable and necessary expenses incurred by the Executive becomes eligible Employee on behalf of the Company during the period ending on the Termination Date. The Employee shall not be entitled to receive any other benefits or compensation, including without limitation all or any part of any Annual Bonus for the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid Company's fiscal year during the six-month period following which the Termination Date if either the Board or the Compensation Committee determinesoccurs. (c) For purposes of this Agreement, a "Change in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A Control" of the Code Company occurs if (i) any "Person" (as such term is used in Sections 13(d) and 14 of the Securities Exchange Act of 1934, as amended ("Section 409AExchange Act")), other than (A) DLJ Merchant Banking II, Inc. or any of its affiliates or any combination thereof (collectively, the "DLJ Entities"), (B) Xxxxxxx X. Xxx or any of his affiliates or any combination thereof (collectively, the "Fox Parties"), or (C) any combination of DLJ Entities and/or the Fox Parties, is or becomes the "beneficial owner" (as defined in which case such amounts shall be paid at Rule 13d-3 under the time Exchange Act), directly or times indicated in this Section 5(c)(vi). If the payment indirectly, of any Severance Amounts are delayed as a result more than 50% of the previous sentence, on the first day following the end total combined voting power of all classes of capital stock of the six-month period, Company normally entitled vote for the election of directors of the Company will pay or (ii) the Executive Board shall approve a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months sale of all or substantially all of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary assets of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required Company, in one transaction or a series of related transactions, other than to mitigate the amount of any payment provided for in this Agreement by seeking other employment an entity owned or otherwise and no such payment shall be offset or reduced controlled by the amount of DLJ Entities or the Fox Parties or any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectcombination thereof.

Compensation Upon Termination. 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 (with respect to which Executive and the Executive's employment during the TermCompany shall reasonably cooperate), the Executive shall be entitled to the following benefits: If upon termination of Employment under this Agreement: (a) In the Executive's employment is terminated by event that the Company discharges Executive pursuant to Section 3.4(b) for Cause Cause, or by the Executive resigns (other than for Good Reason) pursuant to Section 3.5(a), then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to receive and the benefits provided below: The Company shall pay cause to be paid (1) any earned but unpaid Base Salary through the Executive 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. All such amounts shall be paid by the Company in a single sum cash payment within thirty (30) days after the date of Executive’s discharge or his beneficiaries all Accrued Compensation; The resignation. (b) In the event that Executive’s employment is terminated by death, Executive’s estate or personal representative shall be entitled to 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 Executive or his beneficiaries effective date of termination but was not theretofore paid to Executive; (3) payment of Executive’s then current Base Salary for the ninety (90) day period following the date of her death; (4) an amount equal to the Annual Bonus that 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 would have been entitled satisfied all Performance Goals established with respect 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such yearPerformance Period, multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date then current Performance Period under the Incentive Plan occurring prior to and including the date of Executive’s death, and the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that the number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 days of the calendar year following the calendar year in which the Executive's Termination Date occurswhole Performance Period; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable5) of any shares of restricted stock granted to Executive continued benefits (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (same extent and at the "Additional Time-Based Shares"), and (D) which same level as were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) 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 the date of Executive’s death, and, to the extent permitted pursuant to such health insurance plan(s) to comply with the continuation coverage requirements under Section 4980B of the Code (“COBRA”), for such longer period as to which Executive’s beneficiaries pay the cost of coverage thereof. The Company will pay for that portion of the COBRA premiums for the Continuation Benefits coverage that exceeds the amount Executive paid for coverage under the Company’s health insurance plan(s) immediately prior to Executive’s death for the ninety (90) day period following the date of Executive’s death. All such amounts or benefits (other than the benefits continued pursuant to Section 3.6(b)(5) above, which shall be payable or made available in accordance with the terms of the applicable benefit plan) shall be paid or provided by the Company in a single sum cash payment within thirty (30) days after the date of Executive’s death; provided that the Company has obtained satisfactory evidence of Executive’s death. (1) Except as provided in Section 3.6(c)(2) below, in the event that the Company discharges Executive pursuant to Section 3.4(a) other than for Cause, death, Cause or Disability, or (2Executive resigns pursuant to Section 3.5(b) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to receive and the benefits as provided below; provided, that no amount Company shall cause to be payable pursuant to this Section 5(cpaid (A) on or following any earned but unpaid Base Salary through the date of termination; (B) any award for which a Bonus was earned under the Executive first violates Incentive Plan for any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent Performance Period which ended prior to the Termination Date, an amount effective date of termination but was not theretofore paid to Executive; (the "Severance Amount"C) equal to two one (1) times his Executive’s then current Base Salary at the date of termination; (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 two times his Target Annual Bonushad 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); which shall(E) an amount equal to the Company matching contributions that would have been made to Executive’s account under the Century Surety Company 401(k) Plan for the twelve (12) month period following Executive’s date of termination based on the deferral rate of Executive and Company matching contribution formula in effect on Executive’s date of termination; (F) an amount equal to the annual premium that is paid by the Company pursuant to Section 2.4(c)(2) for the individual life insurance policy purchased by Executive and in effect on Executive’s date of termination; and (G) continued benefits (to the same extent and at the same benefit level as were provided by the Company to Executive immediately prior to termination) (for purposes of this paragraph, except as otherwise set forth the “Continuation Benefits”) under the health insurance plan(s) referenced in Section 5(c)(vi), be payable in equal monthly installments during 2.4(b) for the twelve (12) month period beginning on the Termination Date and ending on following the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medicaltermination, dentaland, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(ivsuch health insurance plan(s) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with the continuation coverage requirements under COBRA, for such longer period as to which Executive or Executive’s beneficiaries pay the cost of coverage thereof. The Company will pay for that portion of the COBRA premiums for the Continuation Benefits coverage that exceeds the amount Executive paid for such coverage under the Company’s health insurance plan(s) immediately prior to Executive’s termination for the twelve (12) month period following the date of Executive’s termination. Subject to Section 409A). In addition to any benefits that 3.8, all such amounts (other than the Executive may Continuation Benefits, which shall be entitled to receive pursuant to payable or made available in accordance with the provisions in Sections 5(c)(iterms of the applicable benefit plan) to 5(c)(iv), otherwise available under this Section 3.6(c)(1) shall be paid or made available by the Company shall pay to in a single sum cash payment within thirty (30) days after the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. date of Executive’s discharge or resignation. (2) Notwithstanding anything to the contrary in Section 5(c)(ii)3.6(c)(1) above, no Severance Amount will in the event that (A) a Change in Control occurs and (B) within the twelve (12) 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 for Cause or (ii) Executive resigns pursuant to Section 3.5(b) for Good Reason, Executive shall be entitled to receive and the Company shall cause to be paid during (a) any earned but unpaid Base Salary through the six-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) one (1) times Executive’s then current Base Salary at the date of termination; (d) one (1) times 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; (e) an amount equal to the Company matching contributions that would have been made to Executive’s account under the 401(k) Plan for the twelve (12) month period following Executive’s date of termination based on the deferral rate of Executive and Company matching contribution formula in effect on Executive’s date of termination; and (f) an amount equal to the annual premium that is paid by the Company pursuant to Section 2.4(c)(2) for the individual life insurance policy purchased by Executive and in effect on Executive’s date of termination. In addition, Executive shall be entitled to continued benefits (to the same extent and at the same benefit level as were provided by the Company to Executive immediately prior to termination) (for purposes of this paragraph, the “Continuation Benefits”) under the health insurance plan(s) referenced in Section 2.4(b) for the twelve (12) month period following the Termination Date if either date of termination, and, to the Board extent permitted pursuant to such health insurance plan(s) to comply with the continuation coverage requirements under COBRA, for such longer period as to which Executive or Executive’s beneficiaries pay the Compensation Committee determinescost of coverage thereof. The Company will pay for that portion of the COBRA premiums for the Continuation Benefits coverage that exceeds the amount Executive paid for such coverage under the Company’s health insurance plan(s) immediately prior to Executive’s termination for the twelve (12) month period following the date of Executive’s termination. Subject to Section 3.8, in its good faith judgment, that paying all such amounts at (other than the time Continuation Benefits, which shall be payable or times indicated made available in Section 5(c)(ii) would cause accordance with the Executive to incur an additional tax under Section 409A terms of the Code ("applicable benefit plan) otherwise available under this Section 409A"), in which case such amounts 3.6(c)(2) shall be paid at by the time Company in a single sum cash payment within thirty (30) days after the date of Executive’s discharge or times indicated resignation. (3) The Company agrees that it will not report the Continuation Benefits under Section 3.6(c)(1)(G) or Section 3.6(c)(2) as taxable income to Executive and Executive agrees that she will not include the value of such Continuation Benefits in this Section 5(c)(vi)her adjusted gross income. If the payment Continuation Benefits under Section 3.6(c)(1)(G) or Section 3.6(c)(2) cause inclusion of any Severance Amounts amount in Executive’s taxable income, the Company shall pay Executive the amount necessary to wholly offset the federal, state and local income taxes and any other taxes attributable to the Continuation Benefits and the tax reimbursement amount paid pursuant to this sentence no later than the earlier of the day such amount is included in Executive’s taxable income by the Company or the day such taxes are delayed remitted to the taxing authority. The Company will indemnify Executive from any and all taxes, fines, penalties, interest and fees assessed by or otherwise owed to the Internal Revenue Service (“IRS”) or other taxing authorities in the event that the IRS or other taxing authority cause the Continuation Benefits provided under Section 3.6(c)(1)(G) or Section 3.6(c)(2) to be included in Executive’s taxable income, and any expenses, including reasonable attorney’s fees, incurred in response to an audit or a proceeding brought by or in the right of the IRS or any other taxing authority arising out of or as a result of the previous sentenceContinuation Benefits and the related reimbursements provided under Section 3.6(c)(1)(G) or Section 3.6(c)(2). (4) If, on as a result of a Change in Control, Executive is subject to the first day following the end excise tax imposed by Section 4999 of the six-month periodCode (the “Excise Tax”), the Company will shall reimburse Executive for the amount of such tax, and shall pay Executive such additional amount or amounts as may be necessary to place Executive in the same financial position after consideration of any and all potential related state, federal, and other taxes (including any interest or penalties imposed with respect to such taxes, provided that Executive a lump-sum properly reports the Excise Tax) that she would have been in if she had not incurred such Excise Tax liability. The Company shall reimburse Executive for the amount equal of any required withholding with respect to the cumulative Excise Tax and the taxes thereon at time of such withholding, and the remainder of any amount that would have due under this Section 3.6(c)(4) shall be paid by the Company to Executive not later than March 15, 2009. (d) Except as otherwise been previously paid provided in Section 3.6(b) or 3.6(c), Executive’s right, upon and after the termination of her employment under this Agreement pursuant to this Section 3 or otherwise, to receive any benefit under the plans, if any, in which Executive is entitled to participate pursuant to Section 2.4 shall be determined under the provisions of those plans. (e) Notwithstanding any provision of this Agreement to the contrary, no payment shall be made or benefit provided under Section 3.6 unless the event triggering the payment or provision of benefits constitutes a “separation from service” as determined under Code Section 409A. However, in the event Executive is a “specified employee” (as determined under Code Section 409A) at the time of the triggering event, then any payment or benefit that is otherwise due Executive under this Agreement with which is determined to provide for a deferral of compensation pursuant to Code Section 409A shall not commence being paid or made available to Executive until after six (6) months from the other eighteen months date of her separation from service and the Severance Amount payable aggregate amount of payments that would have been made during such six (6) month period but for the application of this Section 3.6(e) will be paid to the Executive in equal monthly installments during a lump sum at the period beginning on end of such period. In no event may Executive, directly or indirectly, designate the seven-month anniversary calendar year of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount payment of any payment amounts to be paid upon Executive’s termination of employment under this Agreement. All reimbursements and in-kind benefits provided for in under this Agreement by seeking other employment or otherwise and no such payment shall be offset made or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans requirements of Code Section 409A and other applicable programs and practices then in effectthe regulations issued thereunder.

Compensation Upon Termination. Upon (a) If the Executive's employment is terminated as a result of his death or Disability, the Company shall (i) pay to the Executive or to the Executive's estate, as applicable, his Base Salary and any accrued and unpaid Bonus and expense reimbursement amounts through the date of his death or Disability, and (ii) for the shorter of twelve (12) months following his death or Disability or the balance of the Term (as if such termination had not occurred) provide continuation coverage to the members of the Executive's employment during family and, in the Termcase of termination for Disability, the Executive under all major medical and other health, accident, life or other disability plans and programs in which such family members and, in the case of termination for Disability, the Executive participated immediately prior to his death or Disability. Any Stock Options that have not vested as of the date of the Executive's death or Disability shall be entitled deemed to the following benefits: have expired as of such date; provided, however, that and vested Stock Options shall remain exercisable for a period of 90 days. (b) If the Executive's employment is terminated by the Board of Directors of the Company for Cause or by the Executive other than for Good Reason, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to Base Salary through the Annual Bonus that date of his termination and the Executive would shall have been entitled no further entitlement to receive in respect any other compensation or benefits from the Company. All Stock Options that have not vested as of the fiscal year date of any such termination shall be deemed to have expired as of such date and, in which addition, the Executive's Termination Date occurs had he continued in employment until the end right to exercise any vested Stock Options shall terminate as of such fiscal year, calculated as if all target performance targets and goals date. (if applicablec) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with is terminated by the Company (or its successor) upon the occurrence of a Change of Control, the Company (or its successor, as applicable) shall be terminated (i) continue to pay to the Executive his Base Salary for a period of one year following such termination, and (ii) pay the Executive any accrued and unpaid Bonus and expense reimbursement amounts through the date of termination. The Company's obligation under clause (i) in the preceding sentence shall be reduced, however, by any amounts otherwise actually earned by the Executive during the one year period following the termination of his employment. All Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of such date. (d) If (i) 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, death, reasons specified in Sections 10(b) or Disability(c), or (2ii) the Executive's employment is terminated by the Executive for Good Reason, then, subject the Company shall (i) continue to pay to the Executive promptly signing his Base Salary for a period of one year following such termination and not revoking a release of claims in substantially the form attached hereto as Exhibit A, (ii) pay the Executive any accrued and unpaid Bonus and expense reimbursement amounts through the date of termination. The Company's obligation under clause (i) in the preceding sentence shall be entitled reduced, however, by any amounts otherwise actually earned by the Executive during the one year period following the termination of his employment. All Stock Options that have not vested as of the date of termination shall be deemed to the benefits have expired as provided belowof such date; provided, however, that no amount and vested Stock Options shall be payable pursuant to this Section 5(cremain exercisable for a period of 90 days. (e) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive continuation coverage under any major medical and other health, accident, life or other disability plans and programs for the periods provided in Section 10(a) shall be provided (i) at the expense of the Company and (ii) in satisfaction of the Company's group medical, dental, obligation under Section 4980B of the Internal Revenue Code of 1986 (and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage any similar state law) with respect to the extent permitted by Section 601 et seq. period of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that time such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6are continued hereunder. Notwithstanding anything to the contrary in contained herein, the Company's obligation to provide such continuation coverage under such Sections shall cease immediately upon the date any covered individual becomes eligible for similar benefits under the plans or policies of another employer. (f) This Section 5(c)(ii)10 sets forth the only obligations of the Company with respect to the termination of the Executive's employment with the Company, no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause and the Executive to incur an additional tax under Section 409A acknowledges that, upon the termination of the Code ("Section 409A")his employment, in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive he shall not be required entitled to mitigate any payments or benefits which are not explicitly provided in Section 10. (g) Upon termination of the amount of Executive's employment hereunder for any payment provided for in this Agreement by seeking other employment or otherwise and no such payment reason, the Executive shall be offset or reduced by the amount deemed to have resigned as director of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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, effective as of the date of such termination. (h) The provisions of this Section 10 shall survive any termination of this Agreement.

Compensation Upon Termination. Upon termination of the Executive's employment during the Employment Term, the Executive shall be entitled to the following benefits: : (a) If the Executive's employment is with the Company shall be terminated by the Company for Cause or by the Executive other than for Good Reason, then the Company shall pay the Executive all amounts earned or and accrued hereunder through the Termination Date but not paid as of the Termination Date, including including: (i1) the Base Salary, , (ii2) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus that Pro Rata Bonus. The "Pro Rata Bonus" is an amount equal to the maximum bonus amount the Executive would have been entitled to receive in respect of the fiscal year in which of the Executive's Termination Date occurs had he continued in employment until the end of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction fraction, the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under , (3) reimbursement for reasonable and necessary expenses incurred by the Time-Based Schedule through January 1 Executive on behalf of the calendar year following Company during the calendar year in which period ending on the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions Date, (as applicable4) of any shares of restricted stock granted to Executive vacation pay, and (A5) which are not Restricted Stocksick leave (collectively, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based SharesAccrued Compensation"), and . (Db) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Company shall pay the Executive for Good Reasonall amounts earned or accrued through the Termination Date but not paid as of the Termination Date, then, subject to including the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit AAccrued Compensation. In addition, the Executive shall be entitled to the following: (1) the Base Salary and all other benefits customarily received for a period of one (1) year from the Termination Date resulting from such Disability, (2) an amount equal to the Pro Rata Bonus. (3) payments as more specifically provided below; providedby the Supplemental Executive Retirement Plan and the Executive Deferred Compensation Plan, that no amount and (4) one (1) additional year of vesting from the Termination Date of all stock option and restricted stock grants not then expired or terminated. (c) If the Executive's employment with the Company shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any terminated by reason of the covenants set forth in Section 7: The Executive's death, the Company shall pay the Executive all amounts earned or accrued through the Termination Date but not paid as of the Termination Date, including the Accrued Compensation; The . In addition, the Company shall pay to the Executive's beneficiaries the following: (1) the Base Salary and all other benefits customarily received for a period of one (1) year from the date of such death, (2) an amount equal to the Pro Rata Bonus, (3) payments as more specifically provided by the Supplemental Executive Retirement Plan and the Executive Deferred Compensation Plan, and (4) one (1) additional year of vesting from the Termination Date of all stock option and restricted stock grants not then expired or terminated. (d) If the Executive's employment with the Company shall be terminated by the Company voluntarily, without Cause or by the Executive for Good Reason, the Company shall pay to the Executive the following: (1) all Accrued Compensation and a Pro Rata Bonus, (2) the Company shall continue to pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal provided herein) a monthly installments during the payment for a period beginning on the Termination Date and ending on the date twenty-four of twelve (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (2412) months following the Termination Date equal to the sum of (A) the Executive's monthly Base Salary in effect for the month immediately preceding the Termination Date and (B) one twelfth (1/12) of the Bonus. The "Bonus" is an amount equal to the maximum bonus amount the Executive would have been entitled to in the fiscal year of the Termination Date, (3) during the twelve (12) month period immediately following the Termination Date (the "Continuation Period"), the Company shall at its expense continue on behalf of the Executive and Executive's dependents and beneficiaries the Executive Benefit and Perquisites Plan (except life and disability insurance, if any, will not be continued and "bridged" healthcare benefits will not be provided unless Executive has satisfied the requirement for "retirement" as defined in the plan) and the medical, dental and hospitalization benefits provided (A) to the Executive immediately prior to the Notice of Termination or (B) to other similarly situated executives who continue in the date employ of the Company during the Continuation Period. Notwithstanding the immediately preceding sentence, the coverage, benefits and perquisites (including deductibles and costs) provided in this Section 8(d)(3) during the Continuation Period shall be no less favorable to the Executive first (1) violates any and Executive's dependents and beneficiaries, than the coverages, benefits and perquisites in effect as of the covenants set forth Termination Date. The Company's obligation hereunder with respect to the foregoing coverages, benefits and perquisites shall terminate in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that event the Executive ceases obtains any such benefits (regardless of level and scope of coverage) pursuant to receive coverage a subsequent employer's benefit plans. This Section 8(d)(3) shall not be interpreted as to limit any benefits to which the Executive, Executive's dependents or beneficiaries may be entitled under any of the Company's group medicalemployee benefit plans, dentalprograms or practices following the Executive's termination of employment, including without limitation, retiree medical and life insurance benefits, (4) any outstanding stock options (including restricted stock and granted performance shares or units) granted to the Executive under any stock option plans or under any other incentive plan or arrangement shall become, as of the Termination Date, one hundred percent (100%) vested, and hospitalization benefit plans pursuant all restrictions on such grants shall be removed, and (5) the Company shall reimburse Executive the costs of any outplacement services incurred by Executive, up to this Section 5(c)(iva maximum amount of Fifteen Thousand Dollars ($15,000.00). (e) The amounts provided for in Sections 8(a), the Executive 8(b)(2), 8(c)(2) and 8(d) (1) shall be eligible to elect to receive "COBRA" continuation coverage to paid within thirty (30) days after the extent permitted Executive's Termination Date. Expenses incurred by Executive under Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit 8(d)(5) shall be made pursuant to this Section 5(c)(ivpaid within thirty (30) to days of receipt by the extent Company of a claim for reimbursement submitted by the Executive. (f) The Executive hereby acknowledges that such full payment and/or performance by the Company of its obligations as set forth in Sections 8(a), (b), (c) or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit d) hereof shall be modified to comply with Section 409A). In addition to in lieu of any benefits that other remedy or cause of action the Executive may be entitled to receive pursuant to the provisions have, either at law or in Sections 5(c)(i) to 5(c)(iv)equity, the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end termination of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's entitlement employment pursuant 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 effectsuch sections.

Compensation Upon Termination. Upon termination of the Executive's employment during the Employment Term, the Executive shall be entitled to the following benefits: : (a) If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, Cause or Disability, or (2ii) by reason of Executive's death, or (iii) by Executive without "Good Reason" or other than during the "Window Period", the Company shall pay Executive all amounts earned or accrued through the Termination Date but not paid as of the Termination 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 Executive'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 or (iii) by the Executive for Good Reasonany reason during the Window Period, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(cfollowing: (i) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; ; (ii) The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, 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 Amount"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) equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full an amount of credited service for vesting purposes under the Pension Equalization Plan equal to the period of time in the Remaining Term, and immediate vesting and/or lapsing it shall be assumed for purposes of forfeiture conditions (as applicable) of all of determining benefits under the Pension Equalization Plan, that Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage employment continued during the Remaining Term at the compensation level provided for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits4 above. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv)In addition, the Executive shall be eligible entitled to elect a supplemental Pension Plan benefit, which shall be the excess, if any, of (x) the amount that Executive would have been entitled to receive "COBRA" continuation coverage to under the extent permitted by Pension Plan as if (i) Executive received additional credited service under the Pension Plan for the Remaining Term and (ii) Executive's Annual Compensation as defined in Section 601 et seq4 above remained in effect during the Remaining Term over (y) the amount that Executive will actually receive under the Pension Plan. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or This supplemental benefit shall be made pursuant to this Section 5(c)(iv) to determined using the extent that such payment same factors, actuarial or otherwise, as used in determining Executive's Pension Plan benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A)payable at like terms and in like manner as the Pension Plan benefit. In addition to any benefits that This supplemental benefit is not payable unless and until the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectreceives Pension Plan benefits.

Compensation Upon Termination. Upon (a) If the Executive’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, his Base Salary and any accrued but unpaid Bonus and expense reimbursement amounts through the date of his Death or Disability. All Stock Options and Stock Awards that have not 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 employment during ’s termination for Cause shall remain exercisable for a period of 90 days, unless otherwise provided in the Term, the Executive shall be entitled to the following benefits: Stock Option or Stock Awards agreement. (c) If the Executive's ’s employment is terminated by the Company other than as a result of the Executive’s death or Disability and other than for Cause reasons specified in Sections 10(b) or by the Executive other than for Good Reason, then the Company shall pay will make a lump sum payment to the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, including in an amount equal to (i) the Executive's Base SalarySalary for a period of one year following the termination date or the salary payments remaining under the Term of his Agreement, whichever is greater, (ii) reimbursement for any his accrued but unpaid Bonus and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and any expense reimbursement amounts owed through the termination date within ten (iv10) any bonuses days after the termination date. All Stock Options or incentive compensation with respect Stock Awards that are scheduled to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 vest by the end of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which such termination, including but not limited to annual Stock Award made pursuant to Section 5(c), 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 Date occurs; and Immediate and full vesting or lapsing ’s termination shall remain exercisable for a period of forfeiture conditions 90 days after the termination date. (as applicabled) This Section 10 sets forth the only obligations of any shares the Company with respect to the termination of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on the Executive's continued ’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 which are not explicitly provided in Section 10. (Ce) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 Upon termination of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's ’s employment with the Company shall be terminated (i) by the Company other than hereunder for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit Aany reason, the Executive shall be entitled deemed to the benefits have resigned as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any director of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive Company, if he is currently serving as severance pay and in lieu of any further compensation for periods subsequent to the Termination Datea director, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except effective as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to such termination. (f) The provisions of this Section 5(c)(iv), the Executive 10 shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. survive any termination of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectAgreement.

Compensation Upon Termination. Upon termination of the Executive's ----------------------------- employment during with Cambridge prior to expiration of the TermEmployment Period (as it may be extended), the Executive shall be entitled to the following benefits: benefits and the payment of such benefits will constitute Executive's sole and exclusive remedy with respect to the termination of Executive's employment: (a) If the Executive's employment is terminated for Disability, Executive shall receive until the end of the Employment Period all compensation payable to Executive under Cambridge's disability and medical plans and programs, as in effect on the Termination Date. After the end of the Employment Period, Executive's benefits shall be determined under Cambridge's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs, provided that such terms shall not be less advantageous to Executive than the terms of such programs in effect as of the date hereof. (b) If Executive's employment shall be terminated (i) by the Company Cambridge for Cause or (ii) by the Executive other than for Good Reason, then Cambridge shall pay Executive his full Base Salary through the Termination Date, at the rate in effect at the time Notice of Termination is given, plus all other amounts to which Executive is entitled under any compensation or benefit plans of Cambridge at the time such payments are due, and Cambridge and the Company shall have no further obligations to Executive under this paragraph 17. (c) If Executive's employment shall be terminated by reason of Executive's death, Cambridge shall pay Executive's estate or designated beneficiary (as designated by Executive by written notice to Cambridge, which designation shall remain in effect for the Executive all amounts earned remainder of the Employment Period and any extensions thereof until revoked or accrued hereunder a new beneficiary is designated, in either case by written notice to Cambridge) the full Base Salary through the Termination Date but not paid as of plus any Bonus earned (determined by prorating the Termination Date, including (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with Bonus that otherwise would have been due based upon the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company actual results for the period ending on full fiscal year for the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to portion of the fiscal year ended occurring prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the date of Executive's employment terminates for Disability death), plus all other amounts to which Executive is entitled under any compensation or for reason benefit plans of Cambridge at the date of Executive's death, and Cambridge and the Company shall have no further obligation to Executive, Executive's beneficiaries or Executive's estate under this paragraph 17. (d) If Executive's employment shall be terminated (I) by Cambridge Without Cause or (II) by Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: The Company : (i) Cambridge shall pay Executive his full Base Salary through the Executive or his beneficiaries all Accrued Compensation; The Company shall pay Termination Date at the rate in effect at the time Notice of Termination is given (or, if greater, at the rate in effect 30 days prior to the time Notice of Termination is given), plus all other amounts to which Executive is entitled under any compensation or his beneficiaries an amount equal to benefit plans of Cambridge, including without limitation, any Bonus earned (determined by prorating the Annual Bonus that the Executive otherwise would have been entitled to receive in respect due based upon actual results for the full fiscal year for the portion 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such fiscal year through occurring prior to the Termination Date and the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"Date), and at the time such payments are due; (Dii) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation Base Salary and Bonus payments to Executive for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal Cambridge shall pay to two times Executive his then current full Base Salary and two times his Target Annual Bonus; which shallat the rate in effect immediately prior to the time Notice of Termination is given (or, except as otherwise set forth if greater, at the rate in Section 5(c)(vieffect 30 days prior to the time Notice of Termination is given), at the time such payments otherwise would be payable in equal monthly installments during the period beginning on due, (1) if the Termination Date and ending on occurs prior to the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all expiation of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage initial Employment Period, for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any balance of the covenants set forth in Section 7 initial Employment Period plus six (6) months, or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either occurs after the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A expiration of the Code initial Employment Period, for six ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The 6) months; Executive shall not be required to mitigate the amount of any payment provided for in subsection (d) of this Agreement paragraph 17 by seeking other comparable employment or otherwise otherwise; (iii) until the end of the Employment Period, Executive will continue to participate in all other compensation and no benefit plans (including perquisites) in which Executive was participating prior to the time Notice of Termination is given, or comparable plans substituted therefor; provided, however, that if Executive is ineligible, (e.g., by operation of law or the terms of the applicable plan to continue to participate in any such payment plan) Cambridge will provide Executive with a comparable level of compensation or benefits; and (iv) Cambridge shall also pay to Executive all reasonable legal fees and expenses incurred by Executive in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this paragraph 17 if such termination is determined by the arbitrator to have been for Good Reason or Without Cause. (e) In addition to all other amounts payable to Executive under this paragraph 17, Executive shall be offset or reduced by entitled to receive all benefits payable to Executive pursuant to the amount terms of any compensation plan or benefits provided agreement of Cambridge relating to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectretirement benefits.

Compensation Upon Termination. Upon (a) If the Employee’s employment is terminated as a result of his death or Disability, the Company shall pay to the Employee or to the Employee’s estate, as applicable, his Base Salary for a period of one year 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 by the end of the Executive's employment during the Term, the Executive calendar year in which such termination occurs shall be entitled accelerated and deemed to have vested as of the termination date. Any Stock Options that have vested (or been deemed pursuant to the following benefits: immediately preceding sentence to have vested) as of the date of the Employee’s termination shall remain exercisable for a period of 90 days. All Stock Options that have not vested as of the date of termination shall be deemed to have expired as of such date. (b) If the Executive's Employee’s employment is terminated by the Company for Cause, then the Company shall pay to the Employee his Base Salary through the date of his termination and any expense reimbursement amounts owed through the date of termination. The Employee 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 or shall remain exercisable for a period of 90 days. (c) If the Employee’s employment is terminated by the Executive Company (or its successor) upon the occurrence of a Change of Control and on the date of termination pursuant to this Section 9(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 $50,000,000, then the Company (or its successor, as applicable) shall pay to the Employee his Base Salary and benefits for a period of one year or until the end of the Term, whichever is shorter, as well as any expense reimbursement amounts owed through the date of termination. 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. Any Stock Options that have vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of the Employee’s termination shall remain exercisable for a period of 90 days. (d) If the Employee’s employment is terminated by the Company other than as a result of the Employee’s death or Disability and other than for reasons specified in Sections 9(b), or if the Employee’s employment is terminated by the Employee for Good Reason, then 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) continue to pay to the Employee his Base Salary, Salary and Guaranteed Bonus for a period of one year following such termination and (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay Employee any expense reimbursement amounts owed through the date of termination. All Stock Options scheduled to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 vest at the end of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. Any Stock Options that have vested (or been deemed pursuant to this Section 9(d)) as of the date of the Executive's Termination Date occurs; ’s termination shall remain exercisable for a period of 90 days. (e) Following expiration and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued renewal of the Term, should the Company, in its sole discretion require that the Employee continue to comply with the terms of Section 6 hereof, the Company shall pay the Employee his Base Salary for a period of one year following expiration of the Term. (f) This Section 9 sets forth the only obligations of the Company with respect to the termination of the Employee’s employment with the Company, (C) which do and the Employee acknowledges that, upon the termination of his employment, he shall not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the any payments or benefits as which are not explicitly provided below; provided, that no amount shall be payable pursuant to in Section 9. (g) The provisions of this Section 5(c) on or following the date the Executive first violates 9 shall survive any termination of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectAgreement.

Compensation Upon Termination. Upon 7.1 If the Executive’s employment is terminated in accordance with Section 5.1 or 6.1: (a) the Corporation shall forthwith, but in any event within ten (10) days from receipt by the Corporation of a Release executed by the Executive substantially in the form of Schedule “A”, pay to the Executive: (i) if not previously paid, that portion of the Executive’s accrued but unpaid Monthly Base Salary, any accrued but unpaid bonus to which the Executive is entitled for the preceding calendar year under any Incentive Compensation Plan, all unpaid reasonable business expenses and all accrued but unused vacation pay earned or payable to the Executive by the Corporation for the period from the beginning of the Corporation’s then current fiscal year, up to and including the Date of Termination; (ii) a lump sum cash payment equal to the Executive’s Monthly Base Salary and one-twelfth (1/12) of the Executive’s Annual Target Bonus for each month of the Severance Period; (iii) a lump sum payment equal to thirteen percent (13%) of the Executive’s Annual Base Salary for the Severance Period. The Executive may elect to continue the Executive’s then current dental and general medical care and/or life insurance benefits and/or long term disability benefits (on such terms and conditions in effect in the month immediately preceding the Date of Termination) for the Severance Period, or until the date on which the Executive obtains alternative employment if earlier than the date of termination of the Severance Period. The cost to the Corporation of continuing these benefits on behalf of the Executive shall be deducted by the Corporation from the Executive's employment ’s thirteen percent (13%) Annual Base Salary lump sum payment referred to herein; (iv) a lump sum payment representing the value of the Executive’s monthly car allowance for the Severance Period; (v) a lump sum payment representing the value of the Corporation’s contributions to the Corporation’s savings plan (at a rate of six percent (6%) of the Executive’s Annual Base Salary) for the Severance Period; (vi) a lump sum payment representing the value of the Executive’s entitlement to receive from the Corporation financial counselling services for the Severance Period; and (vii) a lump sum payment representing the value of the Executive’s entitlement to receive from the Corporation security monitoring services at the Executive’s personal residence for the Severance Period; (b) with respect to the Executive’s entitlement to pension benefits under the Pension Plan for Employees of Nexen Inc. (Defined Contribution Option) (the “Defined Contribution Pension Plan”) and the Executive’s related entitlement under the Nexen Inc. Restated Executive Benefit Plan (the “Executive Benefit Plan”): (i) the Corporation shall make a contribution to the Defined Contribution Pension Plan in an amount which is equal to the additional contributions which would have been made by both the Executive and the Corporation to the Defined Contribution Pension Plan on the Executive’s behalf during the TermSeverance Period had the Executive remained in the employ of the Corporation during such period. Such contribution shall be calculated at the rate in effect in respect of the Executive immediately prior to the Date of Termination. To the extent that it is not legally permissible to make such contribution to the Defined Contribution Pension Plan, the Corporation shall make a lump sum payment to the Executive in an amount equal to such contribution; (ii) the Corporation shall recognize the Severance Period for purposes of determining the Executive’s entitlement under the Executive Benefit Plan; (iii) for calculation purposes, the Executive’s entitlement under the Executive Benefit Plan is the bonus-related benefit which would have been determined assuming that the Executive had been employed throughout the Severance Period, including recognition of: (A) additional service that would have been credited for the Severance Period; (B) pensionable bonus for the year of the Date of Termination, and for each subsequent year or portion thereof during the Severance Period, determined at the Annual Target Bonus level. Average bonus will be determined over the three years to the end of the Severance Period, including any partial calendar years; and (C) if the Executive would have been eligible for retirement at the end of the Severance Period, the Executive shall be entitled deemed to retire, and the following benefits: If pension to commence, upon completion of the Severance Period. In such case, the Executive's employment is terminated by ’s attained age at the Company for Cause or by the Executive other than for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as end of the Termination DateSeverance Period will be recognized for purposes of calculating the early retirement reduction factor, including (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and if applicable; (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to entitlement described in Section 7.1(b)(ii), the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company Corporation shall pay to the Executive or his beneficiaries an amount equal to a lump sum payment representing the Annual Bonus that settlement value thereof determined in accordance with the assumptions set forth in Schedule “B”; and (v) any entitlements of the Executive would under the Executive Benefit Plan which have previously been entitled to receive funded in respect accordance with the terms of the fiscal year Securitization Procedure but not previously settled in which accordance with the Executive's Termination Date occurs had he continued in employment until terms of the end of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met Securitization Procedure shall be settled by the Company Corporation in accordance with the settlement mechanism set forth in the Securitization Procedure and the assumptions set forth in Schedule “B”; (c) the Corporation shall provide the Executive with executive outplacement counseling to be provided by a firm to be selected by the Executive, as applicable, for such year, multiplied by at a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject cost to the achievement of any performance milestones Corporation not to exceed $25,000.00; (the "Additional Time-Based Shares"), and (Dd) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for ’s outstanding unexercisable stock options under any Stock Option Plan shall become exercisable; (e) where the Executive and any eligible dependents under all has been relocated, at the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any request of the covenants set forth in Section 7 or Corporation, within the two (2) becomes eligible year period immediately prior to participate in any other plan that provides medicalthe Effective Date, dentalif so requested by the Executive, or hospitalization benefits. As of the date that Corporation shall relocate the Executive ceases back to receive coverage under any the Executive’s prior location; and (f) as soon as is reasonably practicable following the execution of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv)Agreement, the Executive Corporation shall be eligible required to elect provide security for the performance of its obligation to receive "COBRA" continuation coverage make the lump sum payments described in this Article 7. 7.2 The estimated value as of October 1, 2001 of Sections 7.l(a)(ii) to the extent permitted by Section 601 et seq7.1(c) are set out in Schedule “C”. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge Schedule “C” provides estimated values only and agree that no payment or benefit actual values shall be made pursuant to calculated in accordance with this Section 5(c)(iv) to Agreement at the extent that such time of entitlement or payment or benefit would constitute a deferral of compensation subject under this Agreement. 7.3 Subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A7.1(a)(iii). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive Executive’s employment is terminated in the Change in Control Amount pursuant to the provisions circumstances described in Section 6. Notwithstanding anything to 5.1 or 6.1, the contrary in Section 5(c)(ii), no Severance Amount will remuneration and benefits payable under this Article 7 shall not be paid during the six-month period following the Termination Date reduced if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated obtains alternative employment. 7.4 Unless expressly provided otherwise in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentenceAgreement, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal all payments to the cumulative amount that would have otherwise been previously paid be made to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment Article 7 shall be offset or reduced subject to required statutory deductions at source by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectCorporation.

Compensation Upon Termination. Upon termination In the event that the Executive’s employment terminates for any reason other than pursuant to section 7, 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's employment during the Term, the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's terminates his employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for without Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive Executive, within 30 days after the Change in Control AmountDate of Termination, if all accrued Base Salary and benefits through the Executive becomes eligible to receive Date of Termination (the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month “Accrued Benefits”) and within a reasonable period following the Termination Date if either as determined by the Board or the Compensation Committee determines, and/or as is administratively practical any Annual Incentive earned in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result respect of the previous sentence, on the first day following the end completed fiscal year but not paid as of the six-month periodDate of Termination. The Company shall have no further obligations to the Executive after the Date of Termination. (b) If the Executive’s employment terminates due to his death or disability, the Company will 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 Executive 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 lump-sum amount bonus equal to 50% of the cumulative annual target rate of bonus in the year of the Date of Termination; (x) continuation of the Housing Allowance and provision of the Motor Vehicle in Bermuda for the period ending the earlier of the date the dependents of the Employee leave Bermuda or 6 months after the Date of Termination; (y) a pro rata bonus for the fiscal year in which the Date of Termination occurs based on the Average Incentive amount that would have otherwise been previously paid 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 Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall Employee, not be required to mitigate less frequently than monthly, the amount of any payment provided for difference between the level of long-term disability benefits required to be maintained under the Benefit Plans (the “Maximum Monthly Benefit” as defined in this Agreement by seeking other employment or otherwise the Bermuda Benefit Plan), and no such payment shall be offset or reduced by the amount actually paid in satisfaction of any compensation such benefits by insurance, for so long as the Employee remains disabled and therefore entitled to such benefits; (w) continue to provide the Housing Allowance and the Motor Vehicle in Bermuda for the period ending the earlier of the date the Employee leaves Bermuda or benefits provided 6 months after the Date of Termination; (x) take actions necessary such that all Options granted to the Executive Employee under the Plans which remain unvested shall immediately vest; (y) pay a pro rata bonus for the fiscal year in any subsequent employment other than 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 (z) following the Date of Termination pursuant to this Section 8(b)(ii), ensure that the Employee’s Health Coverage under the Benefit Plans as described in Schedule I shall continue to be provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits shall be determined in accordance with at the Company's employee benefit plans and other applicable programs and practices then in effect’s expense.

Compensation Upon Termination. Upon As the Employee's sole and exclusive compensation upon termination of the ExecutiveEmployee's employment by either party during the Termterm of this Agreement, the Executive Company shall be entitled pay the Employee as follows: (a) If due to the following benefits: If the Executive's employment is terminated termination by the Company for Cause or by the Executive other than for Employee without Good Reason, then within ten (10) days after the termination date, the Company shall pay the Executive all Employee any amounts earned or accrued hereunder due to him for base salary through the Termination Date but not paid as termination date together with any other unpaid and pro rata amounts 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs sick leave, and/or business expenses reimbursements that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall may be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable due under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the ExecutiveCompany's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares")policies, and all unvested option shares will be canceled immediately. (Db) which were scheduled If due to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) termination by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay Employee his base salary in effect at the Executive as severance pay termination date for a period of six months and in lieu of any further compensation for periods subsequent to the Termination Date, an amount fifty percent (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable50%) of all the Employee's unvested option shares will immediately vest. If such termination by the Company other than for Cause occurs within one year after a Change of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv)Control, the Company shall pay to the Executive the Change Employee his base salary in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts effect at the time or times indicated in Section 5(c)(iitermination date for a period of six months and one hundred percent (100%) would cause the Executive to incur an additional tax under Section 409A of the Code Employee's unvested option shares will immediately vest. ("Section 409A"), in which case such amounts shall be paid at c) If due to termination by the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month periodEmployee for Good Reason, the Company will shall pay the Executive Employee his base salary in effect at the termination date for a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen period of six months and fifty percent (50%) of the Severance Amount payable to Employee's unvested option shares will immediately vest. If such termination by the Executive Employee for Good Reason occurs within one year after a Change in equal monthly installments during Control, the Company shall pay the Employee his base salary in effect at the termination date for a period beginning on the seven-month anniversary of six months and one hundred percent (100%) of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive Employee's unvested options shares will vest immediately. (d) Company shall not be required continue to mitigate the amount of any payment provided pay or reimburse Employee's premiums for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided health coverage accorded to the Executive in any subsequent employment other than as provided Employee under Section 5(c)(iv). 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.Article

Compensation Upon Termination. Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: (a) If the Executive's ’s employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as a result 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, death or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive or to the Change Executive’s estate, as applicable, two times 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 within one calendar year in Control Amount, if which such termination occurs shall be accelerated and deemed to have vested as of the Executive becomes eligible to receive the Change in Control Amount termination date. All Stock Options that have not vested (or been deemed pursuant to the provisions in Section 6. Notwithstanding anything immediately preceding sentence to have vested) as of the contrary in Section 5(c)(ii), no Severance Amount will date of termination shall be paid during deemed to have expired as of such date. (b) If the six-month period following the Termination Date if either Executive’s employment is terminated by the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of Directors of the Code ("Section 409A")Company for Cause, in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, then the Company will shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with his Base Salary through the other eighteen months date of the Severance Amount payable to his termination and the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and have no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's further entitlement to any other compensation or benefits from the Company. All Stock Options that are scheduled to vest by the end of the calendar year in which such termination occurs shall be determined 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. (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 reasons specified in accordance Sections 8(a) or (b), then the Company shall continue to pay to the Executive his Base Salary and Benefits until the later to occur of (1) the end of the Term and (2) the date that is six months following such termination, and (ii) pay the Executive any expense reimbursement amounts owed through the date of termination. 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 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. (d) This Section 8 and Section 5(a) set forth the only obligations of the Company with respect to the termination of the Executive’s employment with the Company's employee benefit plans , and other applicable programs and practices then the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in effectSection 8 or Section 5(a). (f) The provisions of this Section 8 shall survive any termination of this Agreement.

Compensation Upon Termination. Upon termination of Executive's Employment by the Company Other Than for Cause or by Executive for Good Reason. Executive's employment during hereunder may be terminated by the Term, Company other than for Cause or by Executive for Good Reason. In the event that Executive's employment hereunder is terminated by the Company other than for Cause or by Executive for Good Reason: (a) Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 receive (i) Base Salarythe Accrued Benefits, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the a pro rata annual bonus determined by multiplying Executive's employment and for reasonable and necessary expenses incurred then Annual Target Bonus by the Executive on behalf of the Company for the period ending on the Termination Datea fraction, (iiix) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such between the beginning of the then current fiscal year through of the Termination Date Company and the date of termination of employment and (y) the denominator of which is 365; The , (iii) an amount equal to two times the sum of Executive's Time-Based Shares Base Salary plus Annual Target Bonus as of the date of termination of employment, such amount payable in equal installments pursuant to the Company's standard payroll procedures for executive officers over a period of two years following the date of termination of employment, and (iv) continued health insurance coverage for Executive and his immediate family for a period of two years following the date of termination of employment. (b) All stock option awards held by Executive shall vest and become immediately fully become non-forfeitable exercisable and the restrictions with respect to that number any awards of Time-Based Shares that were scheduled restricted stock shall lapse, in each case to the extent such options would otherwise have become non-forfeitable under vested and exercisable (or such restrictions would have lapsed) had Executive remained in the Time-Based Schedule through January 1 employ of the calendar year Company for a period of two years following the calendar year date of termination. Except as provided in which the Section 3.3(b), such portion of Executive's Termination Date occursstock options (together with any portion of Executive's stock options that have vested and become exercisable prior to the date of termination) shall remain exercisable for a period of 90 days following the date of termination of employment (or, if earlier, until the expiration of the respective terms of the options), whereupon all such options shall terminate. Any portion of Executive's stock options that have not vested as of the date of termination shall terminate as of such date; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any all shares of restricted stock granted as to which the restrictions shall not have lapsed as of the date of termination shall be forfeited as of such date. (c) All other rights of Executive (A) which are not Restricted Stockand, (B) which vest or become non-forfeitable solely based on Executive's continued employment with except as provided in Section 5.6 below, all obligations of the Company, (C) which do not vest hereunder or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year otherwise in which the Executive's Termination Date occurs. If the connection with Executive's employment with the Company shall be terminated (i) by terminate effective as of the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release date of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable such termination of employment. Any termination of employment pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive 5.3 shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions effective upon thirty (as applicable30) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary days notice thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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.

Compensation Upon Termination. Upon (a) If the Executive’s employment is terminated by the Company for Disability or Cause or by the Executive for other than Good Reason, the Company shall have no obligation to 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 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), then in addition to the Company paying the Executive his base salary and accrued but unpaid vacation pay through the Termination Date: (i) the Company shall pay to the Executive as severance pay in a lump sum on the eighth day following the Executive’s Termination Date, subject to the provisions of paragraphs 2(g) and (j), an amount equal to the product of 2.99 times the sum of: (A) his annual base salary at the rate in effect on the date of Change in Control, plus (B) his target annual bonus under the Annual Executive Incentive Compensation Plan in effect in the calendar year in which the Termination Date occurs, plus (C) the amount that would have been 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 Retirement Savings Plan, including the Company 401(k) matching contribution ; and (ii) the Company shall pay the cost of legal fees and expense incurred by Executive in order to obtain or enforce any right or benefit provided by this Agreement, which payment shall be made directly to the provider of services, provided that such expenses shall be paid within the time period required by Section 409A. (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, the Company shall maintain in full force and effect, for the Executive’s continued benefit for a three (3) 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 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”). After the period of COBRA coverage, Executive may be taxed on the value of the Company-provided coverage. 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, then in addition to the retirement benefits to which the Executive is entitled under the Retirement Plan, the 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 entitled under the terms of each of the Pension Plans in which he was an active participant as of the Termination Date determined as if he were fully vested thereunder and had accumulated three (3) additional years of age and Service thereunder (subsequent to his Termination Date) at his rate of Earnings in effect on the date of a Change in Control plus any increases subsequent thereto, and where (ii) equals the sum of the aggregate monthly amounts of pension payments (determined as a straight life annuity) to which the Executive is entitled under the terms of each of the Pension Plans in which he was an active participant at the date of the Change in Control. For purposes of clause (i), the amounts payable pursuant to Sections 2(b)(i)(A) and (B) shall be considered as part of the Executive's ’s Earnings and such amounts shall be deemed to represent three (3) 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 during to executives with Grantor Trusts and shall be calculated using the Termsame assumptions as used to provide Supplemental Plan benefits. All capitalized terms used in this Section 2(d) have the same meaning as in the Retirement Plan as in effect on the date of this Agreement, 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, the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder as incentive compensation 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 and for reasonable and necessary expenses incurred by the Executive on behalf unpaid portion of the Company amount awarded to him as incentive compensation under the Annual Executive Incentive Compensation Plan for the period ending on calendar year immediately preceding the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid occurs, payable at the time annual incentive awards are normally paid; and (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to ii) incentive compensation under the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, Incentive Compensation Plan 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; , payable at the time annual incentive awards are normally paid, in an amount equal the Executive’s target percentage prorated for the portion of the year through the Termination Date. (f) If the Company terminates Executive’s employment other than for Disability or Cause or if the Executive terminates his employment for Good Reason subsequent to a Change in Control and Immediate and full vesting or lapsing of forfeiture conditions a dispute exists concerning the termination as set forth in subsection (as applicablef) of any shares of restricted stock granted to Executive (A) which are not Restricted StockSection 1, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject continue to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following pay Executive’s full base salary through the date the dispute is resolved. (g) If the Executive first violates any is a “specified employee” of the covenants set forth Company (as defined in Section 7: The Company shall pay the Supplemental Plan), amounts that would otherwise have been paid to or on behalf of the Executive all Accrued Compensation; The Company shall pay under the Executive as severance pay foregoing provisions of this Section 2 and Section 10 (but excluding amounts described in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount"paragraph 2(b)(ii) equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments paragraph 2(c) above) during the six (6)-month period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months immediately following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day regular payroll date immediately following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month six (6)-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. Date. (h) The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement Section 2 by seeking other employment or otherwise and no such payment otherwise, nor shall be offset or reduced by 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) No benefits shall be provided to the Executive in any subsequent employment other than as provided under the Company’s severance pay program covering salaried or executive employees generally. Moreover, benefits determined under Section 5(c)(iv2(b)(1) shall be offset by benefits payable to the Executive pursuant to the Amended and Restated Severance Agreement between the Executive and the Company dated as of July [ ], 2013 and as subsequently amended (the “Severance Agreement”). Executive's entitlement When computing this offset, the multiplier determined pursuant to any other compensation or benefits Section 2(b) of this Agreement shall be determined in accordance reduced by the corresponding multiplier applied under the Severance Agreement (but not below zero), with the Company's employee “net” multiplier used to determine the lump sum severance pay benefit plans and other applicable programs and practices then to be provided pursuant to Section 2(b) of this Agreement. This Agreement supersedes any prior change in effectcontrol agreement with the Executive.

Compensation Upon Termination. Upon termination of the Executive's employment (a) If during the Termterm of this Agreement (including any extensions thereof), the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company for Cause Cause, by reason of the Executive's death or by if the Executive other than for Good Reasongives written notice not to extend the term of this Agreement, then the Company Company's sole obligation hereunder shall be to pay the Executive all the following 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on pursuant to Section 7(b) through the Termination Date, and (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive earned compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was Executive had previously deferred (including any interest earned and unpaid or credited thereon) (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death; provided, then however, that if the Executive shall be entitled gives such written -------- ------- notice not to extend, the benefits provided below: The Company shall continue to pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus that the Executive would have been entitled to receive premiums provided for in respect of the fiscal year in which the Executive's Termination Date occurs had he continued in employment until Section 7(a)(1) through the end of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date termination occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on . The Executive's continued employment entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans then in effect. (b) If the Executive's employment is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company's sole obligation hereunder shall be as follows: (Ci) which do not vest or become non-forfeitable subject the Company shall pay the Executive the Accrued Compensation; (ii) the Company shall continue to pay the achievement Executive the Base Salary for a period of any performance milestones one (1) year following the "Additional Time-Based Shares"), and Termination Date; and (Diii) which were scheduled the Company shall continue to vest or become non-forfeitable pay the premiums provided for in Section 7(a)(1) hereof through January 1 the end of the calendar year in which such termination occurs. (c) 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 Executive 100% of 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 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 60% of Base Salary up to 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. (d) 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 Date termination occurs. If . (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 employment with beneficiaries medical and dental benefits substantially similar in the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject aggregate to those provided to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled immediately prior to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Sharestermination of employment; and Continuation coverage for the Executive and any eligible dependents under all provided, however, that the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following -------- ------- obligation with respect to the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive foregoing benefits shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) reduced to the extent that such payment the Executive or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible Executive's beneficiaries obtain any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(ia subsequent employer's benefit plans. (f) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectemployment.

Compensation Upon Termination. Upon termination of (a) Termination by the Company for Nonperformance due to Disability. If the Company shall terminate the Executive's employment during for Nonperformance due to Disability then the Company's obligation to pay salary and benefits pursuant to Section 1.4 (Compensation) shall terminate, except that the Company shall pay the Executive and, if applicable, the Executive's heirs (i) accrued but unpaid salary and benefits pursuant to Sections 1.4(a) (Base Salary), 1.4(b) (Bonus) and 1.4(c) (Payment and Reimbursement of Expenses) through the Date of Termination, (ii) payment for untaken vacation accrued pursuant to Section 1.4(e) (Vacations) through the Date of Termination, (iii) the benefits set forth in Section 1.6(d) (Severance Benefits) below for twelve (12) months, as if the Executive remained in the employment of the Company, and (iv) the Base Salary for the remaining duration of the Term, as if the Executive shall be entitled to remained in the following benefits: If employment of the Executive's employment is terminated Company. (b) Termination by the Company for Cause or by the Executive other than for Without Good Reason. If the Company shall terminate the Executive's employment for Cause or if the Executive shall terminate the Executive's employment Without Good Reason, then the Company's obligation to pay salary and benefits pursuant to Section 1.4 (Compensation) shall terminate, except that the Company shall pay the Executive's accrued but unpaid salary and benefits pursuant to Sections 1.4(a) (Base Salary) and 1.4(c) (Payment and Reimbursement of Expenses) through the Date of Termination. (c) Termination by the Company Without Cause or by the Executive for Company Breach. If the Company shall terminate the Executive's employment Without Cause or if the Executive shall terminate his employment for Company Breach, then the Company shall pay the Executive all amounts earned or accrued hereunder through and, if applicable, the Termination Date but not paid as of the Termination Date, including Executive's heirs (i) accrued but unpaid salary and benefits pursuant to Sections 1.4(a) (Base Salary), 1.4(b) (Bonus) and 1.4(c) (Payment and Reimbursement of Expenses) through the Date of Termination, (ii) reimbursement payment for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Dateuntaken vacation accrued pursuant to Section 1.4(e) (Vacations), (iii) accrued but unused vacation paythe benefits set forth in Section 1.6(d) (Severance Benefits) for twelve (12) months, as if the Executive remained in the employment of the Company, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to Base Salary for the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason remaining duration of the Executive's deathTerm, then as if the Executive shall be entitled to remained in the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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.

Compensation Upon Termination. Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: (a) If the Executive's ’s employment is terminated by the Executive’s death, the Company for Cause shall continue to pay to the Executive’s estate or as may be directed by the legal representatives of such estate, the Executive’s full Base Salary through the end of the calendar year following the Executive’s death at the rate in effect at the time of the Executive’s death and all other unpaid amounts, if any, to which the Executive is entitled as of such date in connection with any fringe benefits or under any incentive compensation plan or program of the Company pursuant to Section 4 hereof, at the time such payments are due. (b) During any period that the Executive fails to perform the Executive’s duties hereunder solely as a result of incapacity due to physical or mental illness (“disability period”), the Executive shall continue to receive the Executive’s full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits or under any incentive compensation plan or program of the Company, at the time such payments are due; provided that payments so made to the Executive during the disability period shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such payment under disability benefit plans of the Company and which amounts were not previously applied to reduce any such payment. (c) If the Executive shall terminate the Executive’s employment other than for Good ReasonReason as provided in Section 7(c) hereof or the Company terminates the Executive’s employment for Cause as provided in Section 7(b)(ii) hereof, then the Company shall pay the Executive all amounts earned or accrued hereunder the Executive’s full Base Salary through the Date of Termination Date but not paid at the rate in effect at the time the Notice of Termination is given, and the Company shall have no further obligations to the Executive under this Agreement. If the Company terminates the Executive’s employment other than for Cause as of provided in Section 7(b)(ii) hereof, Executive shall continue to receive payments under the Termination DateCompany’s Employee Incentive Bonus Pool for the full term the Pool is in existence. (d) If the Company terminates this Agreement without Cause or if the Executive terminates this Agreement for Good Reason as provided for in paragraph 7 above, including then the Executive shall receive the following termination benefits: (i1) an amount equal to the Executive’s then current Base Salary, plus (ii2) reimbursement the greater of $70,000 or the amount of Executive’s most recent annual bonus paid under Section 4(d) (collectively (1) and (2) hereinafter referenced as “Termination Benefits”) for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf each year of the Company for the period ending on the earlier of (i) five (5) years from the date of such termination, or (ii) the tenth (10th) anniversary date following the execution of this Agreement by both parties. The Termination Date, (iii) accrued but unused vacation pay, Benefits shall be paid in such manner as normally and (iv) any bonuses or incentive compensation with respect to customarily are paid by the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation")Company. If the Executive's employment Company terminates for Disability or for reason this Agreement at the end of the Executive's deathInitial Term or at the end of any Additional Term, then the Executive shall be entitled to receive the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus that the Executive would have been entitled to receive in respect Termination Benefits for each year of the fiscal year in which the Executive's Termination Date occurs had he continued in employment until the end of period between such fiscal yeartermination and January 1, calculated as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effect2011.

Compensation Upon Termination. Upon termination (1) If the Employee voluntarily terminates this Agreement, or if the Company terminates this Agreement for Cause pursuant to paragraph (1) of the Executive's employment during the TermSection 3(b), the Executive shall Company will be entitled obligated to the following benefits: If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then the Company shall pay the Executive all amounts earned Employee only Base Salary as may be due and owing or otherwise 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become all other non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under contingent compensation earned and accrued up through the Time-Based Schedule through January 1 Termination Date. Such Base Salary will be paid in one lump sum within ten (10) business days of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions Date. (as applicable2) If this Agreement terminates pursuant to paragraph (2) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"Section 3(b), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall will be terminated obligated to pay the Employee: (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary as may be due and two times his Target Annual Bonus; which shall, except as owing or otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following accrued through the Termination Date; The Executive shall be entitled (ii) an additional amount equal to full and immediate vesting and/or lapsing the Employee's Base Salary for a period of forfeiture conditions three (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (243) months following the Termination Date at the rate in effect on the Termination Date, less any life insurance or (B) disability insurance payments made to the date Employee or her personal representative pursuant to insurance policies maintained by the Executive first (1) violates any Company for the benefit of the covenants set forth in Section 7 or Employee; and (2iii) becomes eligible to participate in any all other plan that provides medical, dental, or hospitalization benefitsnon-contingent compensation earned and accrued up through the Termination Date. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, Such Base Salary and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of non-contingent compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans payroll practices, as in effect from time to time. (3) If the Company terminates this Agreement pursuant to paragraph (3) of Section 3(b), the 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 Term had her employment not been so terminated, at the rate in effect on the Termination Date, as a severance payment (which sum the Employee agrees is fair and reasonable); and (ii) all other applicable programs non-contingent compensation earned and practices then accrued up through the Termination Date. Such Base Salary and non-contingent compensation will be paid in effectaccordance with the Company's payroll practices, as in effect from time to time.

Compensation Upon Termination. Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: (a) If the Executive's ’s employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's ’s death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive Executive’s estate or as may be directed by the Change legal representatives of such estate, the Executive’s full Base Salary through the Date of Termination at the rate in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts effect at the time or times indicated in Section 5(c)(iiof the Executive’s death. (b) would cause During any period that the Executive fails to incur an additional tax under Section 409A of perform the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed Executive’s duties hereunder solely as a result of incapacity due to physical or mental illness (“disability period”), the previous sentenceExecutive shall continue to receive the Executive’s full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given and all other unpaid amounts, on if any, to which the first day following the end Executive is entitled as of the six-month periodDate of Termination in connection with any fringe benefits or under any incentive compensation plan or program of the Company hereof, at the time such payments are due; provided that payments so made to the Executive during the disability period shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such payment under disability benefit plans of the Company and which amounts were not previously applied to reduce any such payment. (c) If the Executive shall terminate the Executive’s employment or the Company terminates the Executive’s employment for Cause as provided in Section 7(b)(ii) hereof, the Company will shall pay the Executive a lump-sum amount equal the Executive’s full Base Salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given, and the Company shall have no further obligations to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with Agreement. (d) Subject to Section 8(e) below, if the other eighteen months of Company terminates Executive’s employment without Cause, the Severance Amount Company shall pay to Executive an amount equal to Executive’s Base Salary for the time remaining in the then-current Initial Term or Additional Term, payable to the Executive in equal semi-monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or as is otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits shall be determined in accordance consistent with the Company's employee benefit plans ’s payroll procedures. (e) Compensation to Executive upon termination described in this Section 8 shall be and is hereby made expressly contingent upon Executive’s ongoing compliance with non-competition, confidentiality, non-solicitation, continuing cooperation and all other applicable programs and practices then in effectobligations of Executive that survive termination of this Agreement.

Compensation Upon Termination. Upon termination of (a) Except as provided further in this Section 6(a), if the Executive's employment during the Term, the Executive shall be entitled to the following benefits: If the Executive's ’s employment is terminated terminated: (i) by the Company for Cause Cause; or (ii) by reason of the Executive’s death or Disability; or (iii) pursuant to a Notice of Non-Renewal delivered by the Executive; or (iv) by the Executive other than for by delivery of a written notice of resignation without Good Reason, then the Company shall Company’s sole obligations hereunder will be to pay the Executive all amounts earned or accrued hereunder through his estate on the Termination Date the following amounts earned hereunder 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on pursuant to Section 4(a) through the Termination Date, provided the Executive has submitted appropriate documentation for such expenses, and (iii) the amount of the Executive’s accrued but unused unpaid vacation paytime (together, and (iv) any bonuses or incentive compensation with respect these amounts will be referred to as the “Accrued Obligations”). In addition to the fiscal year ended prior Accrued Obligations, in the event the Executive’s employment terminates by reason of the Executive’s death or Disability, the Executive or his estate will be paid an amount equal to 24 months of his Base Salary, offset, in the event of termination due to Disability by the amount of any payment received under the Company’s disability policies covering the Executive, which amount shall be paid in a single lump Sum on the 30th business day following the Executive’s death or Disability. In the event the Executive’s employment terminates by reason of the Executive’s death or Disability, the Executive or his estate also will be paid his Annual Bonus, pro-rated for his actual period of service during the fiscal year in which such termination of employment occurs and based on actual performance. Such Annual Bonus will be paid at the Termination Date occurs that was earned and unpaid (collectivelytime such Annual Bonus would otherwise have been paid. Further, "Accrued Compensation"). If in the event the Executive's ’s employment terminates for Disability or for by reason of the Executive's death’s death or Disability, then any unvested stock options will vest and all of the Executive Executive’s outstanding stock options will remain exercisable for a period of one year from the date of such termination, provided that in no event shall such options be entitled to exercisable after the benefits provided below: The Company shall pay expiration of the Executive or his beneficiaries all Accrued Compensation; The Company shall pay option term. In addition, any unvested Stock Units will vest immediately upon such termination and be paid to the Executive or his beneficiaries an amount equal to estate as soon as practicable after vesting, but in no event later than 21/2 months after the Annual Bonus that the Executive would have been entitled to receive in respect close 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; vesting occurs. The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect ’s entitlement to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year any other benefits will be determined in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment accordance with the Company, ’s employee benefit plans then in effect. (Cb) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's ’s employment with the Company shall be is terminated prior to a Change in Control (as defined in Section 6(c)): (i) by the Company for any reason other than for Cause, death, or Disability, or ; (2ii) by the Executive for Good Reason, thenthe Executive will, subject in addition to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit AAccrued Obligations, the Executive shall be entitled to the following compensation and benefits as from the Company, provided below; provided, that no amount shall be payable pursuant and only if he (1) executes and delivers to this Section 5(cthe Company a general release (substantially in the form of attached Exhibit A) on or following which becomes effective and enforceable in accordance with applicable law and (2) complies with the date the Executive first violates any of the restrictive covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay Sections 9 and in lieu of any further compensation for periods subsequent 10: (i) an amount equal to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Executive’s Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during for the period beginning on greater of (1) the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all remainder of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans Term or ("Continuation Health Coverage"), until earlier of (A2) twenty-four (24) months (the “Severance Period”). One-half (1/2) of this amount will be paid on the fifth business day following the Termination Date or and one-half (1/2) will be paid in accordance with the Company’s normal payroll practices; (ii) any Annual Bonus earned but unpaid as of the Termination Date, which amount shall be paid in a single lump sum on the 30th business day following the Termination Date; (iii) except as otherwise provided in (vi), below, continued exercisability of vested stock options for a period of three months following the Termination Date; provided that in no event shall such options be exercisable after the expiration of the option term; (iv) provided the Executive and/or his dependents are eligible and timely elect to continue their healthcare coverage under the Company’s group health plan pursuant to their rights under COBRA, continued coverage under such plan at the Company’s expense until the earliest of (A) the end of the twelve (12)-month period measured from the Termination Date, (B) the date that the Executive first and/or his eligible dependents are no longer eligible for COBRA coverage, and (1C) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive becomes eligible for such coverage under the health plan of any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), new employer (the Executive shall be eligible agrees to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), provide the Company shall pay to with written notice of such eligibility within ten calendar days); (v) the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's ’s entitlement to any other compensation or benefits shall will be determined in accordance with the Company's ’s employee benefit plans and other applicable programs and practices then in effect; and. (vi) in the event the Executive’s employment is terminated by the Executive for Good Reason, all non-vested Options previously granted to Executive shall immediately vest and remain exercisable for a period of one year following the Termination Date; provided that in no event shall such options be exercisable after the expiration of the option term, and all non-vested Stock Units shall vest immediately and be settled as soon as practicable, but in no event later than 21/2 months after the close of the year in which such vesting occurs. (c) If the Executive’s employment is terminated on or before the second anniversary of a Change in Control (as defined below): (i) by the Company for any reason other than for Cause; (ii) by the Executive for Good Reason, the Executive will, in addition to the Accrued Obligations, be entitled to the following compensation and benefits from the Company, provided and only if he (i) executes and delivers to the Company a general release (substantially in the form of attached Exhibit A) which becomes effective and enforceable in accordance with applicable law and (ii) complies with the restrictive covenants set forth in Sections 9 and 10: (i) an amount equal to two times the Executive’s Base Salary in effect on the Termination Date plus two times the Annual Bonus paid or payable to Executive with respect to the year preceding such Termination Date, such amount to be paid in equal increments, in accordance with the Company’s normal payroll practices, for twenty-four (24) months (the “Change in Control Severance Period”); (ii) All non-vested Options previously granted to Executive shall immediately vest and remain exercisable for a period of one year following the Termination Date; provided that in no event shall such options be exercisable after the expiration of the option term; (iii) All non-vested Stock Units shall vest immediately and be and be settled as soon as practicable, but in no event later than 21/2 months after the close of the year in which such vesting occurs; (iv) provided the Executive and/or his dependents are eligible and timely elect to continue their healthcare coverage under the Company’s group health plan pursuant to their rights under COBRA, continued coverage under such plan at the Company’s expense until the earliest of (A) the end of the twelve (12)-month period measured from the Termination Date, (B) the date that the Executive and/or his eligible dependents are no longer eligible for COBRA coverage, and (C) the date that the Executive becomes eligible for such coverage under the health plan of any new employer (the Executive agrees to provide the Company with written notice of such eligibility within ten calendar days); and (v) the Executive’s entitlement to any other benefits will be determined in accordance with the Company’s employee benefit plans then in effect; Notwithstanding anything contained herein to the contrary, benefits provided to the Executive under this Section 6(c) shall in no event exceed the maximum benefit amount payable without triggering the imposition of taxes under Section 4999 of the Internal Revenue Code (the “Code”). Executive agrees to a reduction of the benefits described under this Section 6(c) as necessary to prevent such benefits from constituting a parachute payment under Code Section 280G.

Compensation Upon Termination. Upon (a) If the Executive’s employment is terminated as a result of his death or Disability, the Company shall (i) pay to the Executive or to the Executive’s estate, as applicable, (x) his Base Salary through the date of his death or Disability and (y) the Bonus, if any, that would otherwise have been due at the end of the calendar year in which such death or Disability occurs; and the pro rata portion of the Stock Options earned by the Executive during the year of his death or Disability, prorated in accordance with the number of full months in such year during which the Executive was employed by the Company; (ii) for the longer of twelve (12) months following his death or Disability or the balance of the Term (as if such termination had not occurred) provide continuation coverage to the members of the Executive's employment during ’s family and, in the Termcase of termination for Disability, the Executive under all major medical and other health, accident, life or other disability plans and programs in which such family members and, in the case of termination for Disability, the Executive participated immediately prior to his death or Disability; and (iii) pay any expense reimbursement amounts owed through the date of 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 entitled accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or been deemed pursuant to the following benefits: immediately preceding sentence to have 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 death (including the Options described in the immediately preceding sentence) shall remain exercisable for a period of one hundred and eighty (180) days after the date of his death; in the event of a Disability, any unexercised option may be exercised in whole or in part, within the first ninety (90) days after such termination of employment or service. Any Restricted Shares that were forfeitable shall thereupon become non-forfeitable. (b) If the Executive's ’s employment is terminated by the Board of Directors of the Company for Cause or by the Executive other than for Good Reason, then the Company shall pay the Executive all amounts earned Reason 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 a Change in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv)Control, the Company shall pay to the Executive his Base Salary through the Change in Control Amount, if date of his termination and the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), shall have no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's further entitlement to any other compensation or benefits from the Company. All Stock Options that have not vested as of the date of any such termination shall be determined deemed to have expired as of such date and, in accordance addition, the Executive’s right to exercise any vested Stock Options shall terminate as of such date. Any Restricted Shares that are then forfeitable shall be forfeited immediately. (c) If the Executive’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, upon receiving a copy of a release and separation agreement signed by the Executive, and containing, among other provisions, the release provisions attached hereto as Exhibit A (the “Release”), pay to the Executive within ten (10) business days: (i) a lump sum equivalent to twelve (12) months of his then current Base Salary, and (ii) a lump sum equivalent to the Bonus, if any, that would otherwise have been due at the end of the calendar year in which such termination occurs; and (iii) any expense reimbursement amounts owed through the date of termination. All Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of the date of the Change of Control. All restrictions on the Executive’s Restricted Shares shall lapse immediately. (d) If (i) 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 9(c); or (ii) the Executive’s employment is terminated by the Executive for Good Reason, the Company shall, upon receiving a copy of the Release signed by the Executive, pay to the Executive: (i) severance payments made in semi-monthly installments equivalent to the Executive’s current Base Salary divided by twenty-four (24), for a period of twelve (12) months; (ii) within ten (10) business days the Bonus, if any, that would otherwise have been due at the end of the calendar year in which such termination or non-renewal occurs; and (iii) any expense reimbursement amounts owed through the date of termination or non-renewal. All vested options at date of termination shall expire ninety (90) days post termination of employment, all Stock Options that have not vested as of the date of termination shall be deemed to have expired as of such date. All Restricted Shares that are subject to forfeiture as of the termination or non-renewal date shall be forfeited and returned to the Company. (e) The continuation coverage under any major medical and other health, accident, life or other disability plans and programs for the periods provided in Sections 9(a), 9(c), and 9(d), and 9(e) shall be provided (i) at the expense of the Company and (ii) in satisfaction of the Company’s obligation under Section 4980B of the Internal Revenue Code of 1986 (and any similar state law) with respect to the period of time such benefits are continued hereunder. Notwithstanding anything to the contrary contained herein, the Company’s obligation to provide such continuation coverage under such Sections shall cease immediately upon the date any covered individual becomes eligible for similar benefits under the plans or policies of another employer. (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's employee benefit plans , and other applicable programs and practices then the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in effectSection 9. (g) The provisions of this Section 9 shall survive any termination of this Agreement.

Compensation Upon Termination. Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: (a) If the Executive's employment is terminated (i) by the Company for Cause or Cause, (ii) by the Executive other than for Good Reason, or (iii) by reason of the Executive's death or disability (pursuant to Section 5(b) hereof), then the Company shall pay the Executive all amounts earned or accrued hereunder his full Base Salary through the Date of Termination (to the extent not otherwise paid through the Date but not paid as of Termination) at the Termination Daterate in effect immediately prior to the Date of Termination, including (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with provided that if the Executive's employment hereunder terminates by reason of his death, the Company shall continue to make salary payments at the rate of the Base Salary then in effect in respect of the month of death and for reasonable and necessary expenses incurred by three calendar months immediately following the month of death. In addition, notwithstanding any provision to the contrary in this Agreement, the Executive on behalf shall continue to participate in, and shall receive all accrued benefits to which the Executive is entitled under, all of the Company for Plans, through the period ending on Date of Termination, provided that the Termination Date, (iiiExecutive shall not be entitled to any portion of the Incentive Bonus unless such bonus shall be payable pursuant to Section 4(d) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to a Reference Year ending on or before the fiscal year ended Date of Termination. With respect to the Incentive Bonus, if the Date of Termination occurs after the end of a Reference Year and prior to the fiscal year determination of whether the performance goals for such Reference Year were met, such Incentive Bonus shall be payable, if it is determined that such goals were met, in which accordance with the Termination Date occurs that was earned and unpaid provisions of Section 4(d) hereof. (collectively, "Accrued Compensation"). b) If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company without Cause (other than for Cause, death, or Disabilitydisability pursuant to Section 5(b) hereof), or (2ii) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive as severance pay in a lump sum, not later than the Change fifth day following the Date of Termination, the following amounts, which shall not be discounted to take into account present value: (I) to the extent not otherwise paid through the Date of Termination, the Executive's full Base Salary through the Date of Termination at the rate in Control Amounteffect at the time Notice of Termination is given; (II) in lieu of any further salary and bonus or other incentive compensation payments to the Executive for periods subsequent to the Date of Termination, the lesser of: (a) $375,000 ($250,000 in the event of termination by the Executive pursuant to Section 5(d)(iv) hereof) and (b) the amount of the Executive's Base Salary which would have been paid to the Executive for services from the Date of Termination through the expiration of this Agreement had this Agreement not been Terminated. In addition to the foregoing, if the Executive's employment is terminated (i) by the Company without Cause (other than for disability pursuant to Section 5(b) hereof), or (ii) by the Executive for Good Reason, then until such time that the Executive becomes eligible for coverage under a program maintained or sponsored by a subsequent employer of the Executive (not including self- employment), the Company shall, at the Company's expense, allow the Executive to receive continue to participate, for the Change number of years (including partial years) then remaining in Control Amount the Term, to the same extent and upon the same terms as the Executive participated in such plans immediately prior to the termination of his employment, in the Company's medical reimbursement and other welfare benefit plans in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that in the event of termination by Executive pursuant to Section 5(d)(iv) hereof, the period of coverage hereunder shall not exceed twelve (12) months from the Executive's termination of employment; provided further that the Executive's continued participation in such plan shall be continued pursuant to this sentence only to the extent permissible under the general terms and provisions of such plans and applicable law. (c) In the event that this Agreement is continued in effect to the end of the Term, the Company shall have no further obligations to the Executive, except as may be provided under the express terms of this Agreement or of any applicable pension or welfare plans or in accordance with the survivorship provisions of Section 13 of this Agreement. (d) Any amounts paid pursuant to the provisions of Section 6(b) above shall be in Section 6. Notwithstanding anything lieu of any amounts payable to Executive pursuant to any severance or termination pay program maintained by the contrary in Section 5(c)(ii)Company, no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause and the Executive to incur an additional tax hereby expressly waives and relinquishes all rights under Section 409A of the Code ("Section 409A"), in which case any such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectprograms.

Compensation Upon Termination. Upon termination of the Executive's employment during the Employment Term, the Executive shall be entitled to the following benefits: : (a) If the Executive's employment is with the Company shall be terminated by the Company for Cause or by the Executive other than for Good Reason, then the Company shall pay the Executive all amounts earned or and accrued hereunder through the Termination Date but not paid as of the Termination Date, including including: (i1) the Base Salary, , (ii2) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus that Pro Rata Bonus. The "Pro Rata Bonus" is an amount equal to the maximum bonus amount the Executive would have been entitled to receive in respect of the fiscal year in which of the Executive's Termination Date occurs had he continued in employment until the end of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction fraction, the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under , (3) reimbursement for reasonable and necessary expenses incurred by the Time-Based Schedule through January 1 Executive on behalf of the calendar year following Company during the calendar year in which period ending on the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions Date, (as applicable4) of any shares of restricted stock granted to Executive vacation pay, and (A5) which are not Restricted Stocksick leave (collectively, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based SharesAccrued Compensation"), and . (Db) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Company shall pay the Executive for Good Reasonall amounts earned or accrued through the Termination Date but not paid as of the Termination Date, then, subject to including the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit AAccrued Compensation. In addition, the Executive shall be entitled to the following: (1) the Base Salary and all other benefits customarily received for a period of one (1) year from the Termination Date resulting from such Disability, (2) an amount equal to the Pro Rata Bonus. (3) payments as more specifically provided below; providedby the Supplemental Executive Retirement Plan and the Executive Deferred Compensation Plan, that no amount and (4) one (1) additional year of vesting from the Termination Date of all stock option and restricted stock grants not then expired or terminated. (c) If the Executive's employment with the Company shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any terminated by reason of the covenants set forth in Section 7: The Executive's death, the Company shall pay the Executive all Accrued Compensation; The Company shall pay amounts earned or accrued through the Executive Termination Date but not paid as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount including the Accrued Compensation. In addition, the Company shall pay to the Executive's beneficiaries the following: (1) the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual all other benefits customarily received for a period of one (1) year from the date of such death, (2) an amount equal to the Pro Rata Bonus; which shall, (3) payments as more specifically provided by the Supplemental Executive Retirement Plan and the Executive Deferred Compensation Plan, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on and (4) one (1) additional year of vesting from the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of stock option and restricted stock grants not then expired or terminated. (d) If the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for employment with the Company shall be terminated by the Company voluntarily, without Cause or by the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv)for Good Reason, the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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.following:

Compensation Upon Termination. Upon termination of the (a) If Executive's employment during the Term, the Executive shall be entitled to the following benefits: If the Executive's ’s employment is terminated by Executive’s death, the Company shall pay to Executive’s estate or as may be directed by the legal representatives of such estate, Executive’s full Base Salary through the Date of Termination at the rate in effect at the time of Executive’s death and all other unpaid amounts, if any, to which Executive is entitled as of such date in connection with any fringe benefits or under any incentive compensation plan or program of the Company pursuant to Section 4(c) hereof, at the time such payments are due. (b) During any period that Executive fails to perform Executive’s duties hereunder solely as a result of incapacity due to physical or mental illness (“Disability Period”), Executive shall continue to receive Executive’s full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given and all other unpaid amounts, if any, to which Executive is entitled as of the Date of Termination in connection with any fringe benefits or under any incentive compensation plan or program of the Company hereof, at the time such payments are due; provided that payments so made to Executive during the Disability Period shall be reduced by the sum of the amounts, if any, payable to Executive at or prior to the time of any such payment under disability benefit plans of the Company and which amounts were not previously applied to reduce any such payment. (c) If Executive shall terminate Executive’s employment or the Company terminates Executive’s employment for Cause as provided in Section 7(b)(ii) hereof, the Company shall pay Executive Executive’s full Base Salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given, and the Company shall have no further obligations to the to Executive under this Agreement. (d) Subject to Section 8(e) below, if the Company terminates Executive’s employment without Cause, the Company shall pay to Executive an amount equal to 180 days of Executive’s Base Salary, payable in semi-monthly installments and as is otherwise consistent with the Company’s payroll procedures. (e) If Executive chooses to terminate his employment or the Company terminates Executive’s employment without Cause solely as a result of either (i) the transfer of control of the Company by acquisition, merger, or hostile takeover, or (ii) if the Company’s current CEO Mxxxxxx Xxxxxxxxx leaves employment with the Company and Executive other than for Good Reasonthen chooses to leave employment with the Company or is terminated without Cause, then the Company shall pay the to 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus that the Executive would have been entitled to receive 360 days of Executive’s Base Salary, payable 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 semi-monthly installments and as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment otherwise consistent with the Company, ’s payroll procedures. (Cf) which do not vest or become non-forfeitable subject Compensation to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated upon termination described in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment 8 shall be offset or reduced by the amount and is hereby made expressly contigent upon Executive’s ongoing compliance with non-competition, confidentiality, non-solicitation, continuing cooperation and all other obligations of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectthat survive termination of this Agreement.

Compensation Upon Termination. Upon termination of A. If the Executive's employment during services are terminated pursuant to Paragraph 6B, 6C or (except as provided in Paragraph 7C) 6D, or the TermExecutive 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 following benefits: 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 employment is services are terminated by the Company 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) a lump sum equal to (a) the amount of that would be payable as Base Salary to Executive for Cause or by the Executive other than for Good Reasonperiod beginning on the date immediately following termination of Executive's services and ending one year after the end of the then Current Term (such period, then the Company shall pay the Executive "CONTINUATION PERIOD"), plus (b) an amount equal to Executive's Target Bonus on (1) all amounts paid pursuant to clause (i)(a) of this Paragraph 7B and (2) all amounts paid to Executive as Base Salary for the portion of the then Current Term ending on the date of termination of Executive's services, plus (c) any bonus that was earned or accrued hereunder through the Termination Date by Executive under Paragraph 4B but not paid as of the Termination Dateeffective date of the termination of Executive's services, including (i) Base Salary, and (ii) reimbursement for any continuation of C. In the event of a Change in Control, and all monies advanced or expenses incurred the subsequent termination, within thirty-six (36) months after the Change in connection with the Control, of Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses Employer without cause or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled receive (i) a lump sum amount equal to (a) Executive's Target Bonus on the amount paid to Executive as Base Salary from the beginning of the then Current Term to the date of termination of Executive's services, plus (b) Executive's final Base Salary, multiplied by two (2), plus (c) the higher of Executive's Target Bonus calculated with respect to the amount paid pursuant to Paragraph 7C(i)(b) or two (2) times the highest annual bonus actually received by Executive during the two most recent years; and (ii) continuation of Executive's health and welfare benefits for a period ending two years after the end of the then Current Term. In addition, upon a Change in Control, all unvested cash Incentive Awards shall become immediately vested and payable (if applicable) as and to the extent provided belowin the LTIP, and all other unvested equity-based awards and grants previously made to Executive under the LTIP or otherwise shall become immediately fully vested and payable (if applicable). All payments described in this Xxxxxxxxx 0X xxxxx xx made to Executive in a single lump sum on a date that is not later than ten (10) business days following the date of termination of the Executive's services. For purposes of this Xxxxxxxxx 0X, "XXXX REASON" for termination of Executive's employment by Executive 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; Executive'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 Target Bonus opportunity is reduced. For purposes of this Xxxxxxxxx 0X, a "CHANGE IN CONTROL" shall be deemed to have occurred upon: (1) 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 Employer or any subsidiary of the Employer or (ii) any employee benefit plan of the 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, or (iii) RSM Xxxxxxx Inc. ("XXXXXXX"), in its capacity (but solely in its capacity) as (x) interim receiver, receiver and manager of the assets, undertakings and properties of Ravelston Corporation Limited ("RCL") and Ravelston Management Inc. ("RMI") pursuant to the Receivership Order of the Ontario Superior Court of Justice dated April 20, 2005, and (y) monitor of RCL and RMI pursuant to the CCAA Initial Order of the Ontario Superior Court of Justice dated April 20, 2005 (Xxxxxxx, in its capacities as interim receiver, receiver, manager and monitor pursuant to the foregoing orders of the Ontario Superior Court of Justice, is referred to as the "RECEIVER"), and any Person which as of April 20, 2005 was a direct or indirect subsidiary of RCL or RMI (a "RAVELSTON SUBSIDIARY"); provided, that each such Ravelston Subsidiary shall only be deemed to be covered by this clause (iii) for so long as (A) it is and remains a Ravelston Subsidiary, (B) Xxxxxxx remains Receiver, and (C) Xxxxxxx, in its capacity as Receiver, beneficially owns no amount shall be payable pursuant to this Section 5(cmore voting securities of Employer than were beneficially owned by RCL and RMI on April 20, 2005) on of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act), directly or following the date the Executive first violates any indirectly, of securities of the covenants set forth 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 Section 7: The Company shall pay 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 Executive all Accrued CompensationEmployer; The Company shall pay or (2) Xxxxxxx X. Xxxx, Xxxxx X. Xxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Paris, Xxxxxx X. Xxxxxx, Xxxxxxx X.X. Xxxxx, Xxxxx X. Xxxxxxxx (collectively, "INCUMBENT DIRECTORS") and any new directors whose election by the Executive Board or nomination by the Board 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 new directors being referred to as severance pay and in lieu "SUCCESSOR INCUMBENT DIRECTORS") ceasing for any reason to constitute at least a majority of the Board; (3) the adoption, enactment or effectiveness of any further compensation for periods subsequent action (including, without limitation, by resolution or by amendment to the Termination DateEmployer's charter or bylaws) that materially limits or diminishes the power or authority of the Employer's board of directors or any committee thereof, an amount if such action has not been approved by a vote of a least two-thirds (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable2/3) of the 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 Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any assets of the covenants set forth in Section 7 or Employer (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive a "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409ABUSINESS COMBINATION"), in which case each case, unless, following such amounts shall be paid at Business Combination, all or substantially all of the time 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 times indicated indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in this Section 5(c)(vi). If the payment election of any Severance Amounts are delayed directors of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns the previous sentenceEmployer, on the first day following the end or all or substantially all of the six-month periodEmployer'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 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 to Executive by the Employer, the Company will Employer shall pay the Executive a lumpto Executive, in advance, all sums necessary to pay any such tax, plus an amount necessary to gross-sum amount equal up such payments for income and employment taxes relating to such payments and such gross-up payments, plus any penalties and interest on such taxes (to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced extent caused by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(ivEmployer). 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.

Compensation Upon Termination. Upon termination of Employee's employment, prior to the Executive's employment during end of the TermProtection Period, the Executive Employee shall be entitled to the following benefits: : (a) If Employee’s employment with the Executive's employment is Company shall be terminated (i) by the Company for Cause or Disability, or (ii) by the Executive other than for reason of Employee’s death, or (iii) by Employee without "Good Reason, then ," the Company shall pay the Executive Employee all amounts earned or accrued hereunder through the Termination Date Date, but not paid as of the Termination Date, including (i) Base Salaryall Annual Compensation, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive Employee on behalf of the Company for during the period ending on the Termination Date, (iii) together with accrued but unused vacation pay, and paid time off (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, collectively "Accrued Compensation"). If In addition to the Executive's foregoing, if the Employee’s employment terminates is terminated by the Company for Disability or for by reason of the Executive's Employee’s death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive Employee or his beneficiaries an amount equal to the Annual Bonus "Pro Rata Bonus" (as hereinafter defined). For purposes of this Agreement, "Pro Rata Bonus" shall mean an amount equal to 100% of the target bonus that the Executive Employee would have been entitled eligible to receive in respect of for the Company's fiscal year in which the ExecutiveEmployee's Termination Date occurs had he continued in employment until the end of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such yearterminates, multiplied by a fraction fraction, the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions . (as applicableb) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's Employee’s employment with the Company shall be terminated (other than by reason of death) (i) by the Company other than for Cause, death, Cause or Disability, or (2ii) by the Executive Employee for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive Employee shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(cfollowing: (i) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive Employee all Accrued Compensation; Compensation and a Pro Rata Bonus; (ii) The Company shall pay the Executive as severance pay and Employee, in lieu of any further compensation for periods subsequent to the Termination Date, a lump sum severance payment, in cash, in an amount (the "Severance Amount") equal to (w) two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of times (x) the date that Employee’s average Severance Compensation for the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage most recent five taxable years ending prior to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amendedChange in Control. Notwithstanding the foregoing, if the Parties acknowledge and agree that no Employee is an executive officer who has attained the age of 63 on the Termination Date, the severance payment or benefit to be paid under this subsection shall be made pursuant the amount described above multiplied by a fraction, the numerator of which shall be the number of days remaining until the Employee’s 65th birthday, and the denominator of which shall be 730. (iii) Within ten (10) business days after the Termination Date, and as a condition of receiving payments provided in Section 10 (b) (ii), Employee shall execute and deliver to this Section 5(c)(ivCompany the Waiver and Release Agreement (“Release”) attached hereto as Exhibit A. The severance payment shall not be paid unless the Employee has executed and delivered the Release, and the Release has become irrevocable as provided therein. Prior to the extent that such payment or benefit would constitute a deferral Effective Date, the Company may revise the Release to conform to applicable law, so long as the Release does not increase the obligations of compensation subject to Section 409A Employee thereunder; (and iv) If Employee, prior to the extent permissible Termination Date, was a participant in any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv)Welfare Benefits, the Company shall pay at its expense continue on behalf of Employee and his dependents and beneficiaries, for a period of two (2) years following the Termination Date, the Welfare Benefits or similar benefits no less favorable than the benefit levels and coverage provided to Employee prior to the Executive Termination Date. Employee shall pay the Change in Control Amountemployee portion of applicable premiums required to be paid by active employees of the Company. At its election, the Company may provide Employee and his dependents with equivalent benefits outside the Welfare Benefit plans or by providing Employee a cash payment sufficient for Employee to purchase equivalent benefits, so long as the net after-tax benefit is the same as if the Executive Employee had remained an employee of the Company, and the benefits made available to Employee provide no loss or discontinuation of benefits, and full waiver of any preexisting condition of the Employee and any of the Employee’s eligible dependents. The Company's obligation with respect to the foregoing benefits shall be discontinued in the event that Employee becomes covered under the health insurance coverage of a subsequent employer which does not contain any exclusion or limitation with respect to any preexisting condition of the Employee or the Employee’s eligible dependents. For purposes of this provision, Employee shall have a duty to inform Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. (v) Following the two (2) year period described in Section 10(b)(iv), above, Employee may elect to receive coverage under employee welfare plans of the Successor Entity at his then-current level of benefits (or reduced coverage at Employee’s election) by paying the premiums charged to regular full-time employees for such coverage. Such coverage shall provide benefits no less favorable than the benefits and coverage provided in the Welfare Benefits, with no loss or discontinuation of benefits, and full waiver of any preexisting condition of the Employee and any of the Employee’s eligible dependents. In the event of this election, Employee shall be eligible to receive such coverage, through the date of his retirement, and subsequently shall be eligible to continue coverage under the Successor Entity’s retiree health insurance coverage. (vi) Employee shall be entitled to an amount of credited service for benefit accrual and vesting purposes under the Pension Equalization Plan (if Employee was a participant therein prior to a Change in Control Amount pursuant Control) equal to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month a period of two (2) years following the Termination Date if either Date, and it shall be assumed for purposes of determining benefits under the Board or the Compensation Committee determines, in its good faith judgmentPension Equalization Plan, that paying Employee’s employment continued during such amounts time period at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment compensation level provided for in this Agreement by seeking other employment or otherwise and no such payment Section 5 above. In addition (if Employee was a participant in the Pension Plan prior to a Change in Control), the Employee shall be offset or reduced by entitled to a supplemental Pension Plan benefit, which shall be the excess, if any, of (x) the amount of any compensation or benefits provided that Employee would have been entitled to receive under the Executive Pension Plan as if (i) Employee received additional credited service under the Pension Plan for an additional two (2) years, and (ii) Employee’s Annual Compensation as defined in any subsequent employment other than as provided Section 5 above remained in effect during such time period over (y) the amount that Employee will actually receive under Section 5(c)(iv)the Pension Plan. Executive's entitlement to any other compensation or benefits This supplemental benefit shall be determined using the same factors, actuarial or otherwise, as used in accordance with determining Employee’s Pension Plan benefit and shall be payable at like terms and in like manner as the Company's employee Pension Plan benefit. This supplemental benefit plans is not payable unless and other applicable programs until the Employee receives Pension Plan benefits. (vii) The Company shall, to the extent necessary and practices then in effect.only to the extent necessary, modify the timing of delivery of Severance Compensation if it is determined that the timing would subject the Severance Compensation to the additional tax and/or interest assessed under Code Section 409A. In such event, such payments shall occur as soon as practicable without causing such payments to trigger tax penalty under Code Section 409A.

Compensation Upon Termination. Upon termination (a) If 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 Executive's employment during the TermCompany for Cause, the Executive 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 following benefits: date of termination. Any grants of stock options (“Stock Options”) that have vested as of the date of Employee’s termination shall remain exercisable for a period of 90 days. Any Stock Options that have not vested as of the date of termination and any Restricted Stock the restrictions on which have not lapsed as of the date of termination, shall be deemed to have expired or be forfeited, as applicable, as of such date. (b) If the Executive's Employee’s employment is terminated by the Company for Cause without Cause, and other than by reason of death or Disability, or if the Employee’s employment is terminated by the Executive other than Employee for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder to Employee his Base Salary through the Termination Date but not paid as date of his termination and any expense reimbursement amounts for expenses incurred through the Termination Datedate of termination. In addition, including if (i) Base SalaryEmployee has executed and delivered to the Company, within 30 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; and (ii) reimbursement for any the rescission period specified in that release has expired, the Company shall: (A) pay to Employee a severance amount equal to 100% of Employee’s then current Base Salary (the “Severance”), less applicable withholdings and all monies advanced or expenses incurred deductions, which amount shall be payable in connection with a single lump sum on the Executive's employment and for reasonable and necessary expenses incurred by 90th day after the Executive on behalf effective date of that termination; (B) pay to Employee the target amount of the Company Performance Bonus contemplated by Section 4(b) (i.e., one hundred percent (100%) of Employee’s Base Salary) for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal calendar year in which the Termination Date occurs that was earned and unpaid (collectivelytermination of his employment occurs, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive which portion shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction the numerator of which is determined pro rata based on the number of days in such fiscal calendar year through during which Employee was employed by the Termination Date Company payable in a single lump sum on the 90th day after the effective date of termination; and (C) in addition to the denominator accelerated vesting provided in Section 4(c) and Section 12, provide that any unvested awards of which is 365; The Executive's Time-Based Shares restricted stock, including without limitation, unvested shares of the Restricted Stock, or unvested Stock Options (collectively, “Unvested Stock Awards”) held by Employee at the time that such termination occurs shall immediately fully become non-forfeitable be accelerated and deemed to have vested as of the effective date of termination. For purposes of calculation of the Severance, Employee’s Base Salary and Performance Bonus target amounts shall be calculated without giving effect to any reduction that would give rise to Employee’s right to resign for Good Reason. Any Stock Options that have vested (or been deemed pursuant to this Section 9(b) to have vested) as of the date of Employee’s termination shall remain exercisable for a period of 90 days. All unvested Stock Options as of the date of Employee’s termination after giving effect to this Section 9(b) shall be deemed to have expired as of such date. (c) This Section 9 sets forth the only obligations of the Company with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 termination of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued Employee’s employment with the Company, (C) which do and the Employee acknowledges that, upon the termination of his employment, he shall not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to any payments or benefits which are not explicitly provided in Section 9. (d) 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 benefits as provided below; provided, that no amount shall be payable Company. The time for payment of amounts due following Employee’s separation from service pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits 9 shall be determined in accordance with the Company's employee benefit plans ’s regular payroll and bonus payment practices, subject to the provisions of Code Section 409A and the Treasury Regulations. Notwithstanding anything herein to the contrary, (i) if at the time of Employee’s termination of employment with the Company the Company’s common stock is publicly traded (as determined under Code Section 409A), (ii) Employee is a “specified employee” (as determined under Code Section 409A), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then the 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 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 payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected not to cause such an accelerated or additional tax. For purposes of Code Section 409A, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the 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 (as defined to 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 manner consistent with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. The compensation (including without limitation separation benefits) provisions of this Agreement shall be interpreted, operated and administered in a manner intended to comply with any applicable programs requirements of Code Section 409A, the Treasury Regulations, and practices then in effect.subsequent guidance issued under Code Section 409A.

Compensation Upon Termination. Upon termination (a) If 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 Executive's employment during the TermCompany for Cause, the Executive 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 following benefits: date of termination. Any Restricted Stock the restrictions on which have not lapsed as of the date of termination, shall be deemed to have expired or be forfeited, as applicable, as of such date. (b) If the Executive's Employee’s employment is terminated by the Company for Cause without Cause, and other than by reason of death or Disability, or if the Employee’s employment is terminated by the Executive other than Employee for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder to Employee his Base Salary through the Termination Date but not paid date of his termination and any expense reimbursement amounts for expenses incurred through the date of termination. In addition, if (i) Employee has executed and delivered to the Company, within 30 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; and (ii) the rescission period specified in that release has expired, the Company shall: (A) pay to Employee severance in the form of continuing payments of Employee’s Base Salary in effect as of the Termination Dateeffective date of termination, including (i) Base Salaryless applicable withholdings and deductions, (ii) reimbursement for any and all monies advanced or expenses incurred payable in connection accordance with the Executive's employment and Company’s regular payroll schedule, for reasonable and necessary expenses incurred by a period of twelve (12) months following the Executive on behalf effective date of termination (the Company for the period ending on the Termination Date“Severance Payments”); provided, (iii) accrued but unused vacation payhowever, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended that no Severance Payments will be made prior to the fiscal year in which 60th day following the Termination Date occurs effective date of termination, and on that was earned and unpaid (collectively60th date, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall will pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount Employee a lump sum payment equal to the Annual Bonus payments that the Executive would have been entitled paid earlier but for the delay due to receive in respect this Section, with the balance paid thereafter as originally scheduled; (B) pay to Employee a pro-rata portion 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 target performance targets and goals (if applicablePerformance Bonus contemplated by Section 4(b) had that would have been fully met by the Company and by the Executive, as applicable, payable 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which termination of his employment occurs, based on the Executive's Termination Date occursBoard’s evaluation of Employee’s performance in such year, payable in a single lump sum on the 90th day after the effective date of termination; and Immediate (C) provide for accelerated vesting of the Restricted Stock through the next scheduled vesting date immediately following the effective date of termination. For purposes of calculation of the Severance Payments, Employee’s Base Salary and full vesting Performance Bonus target amounts shall be calculated without giving effect to any reduction that would give rise to Employee’s right to resign for Good Reason. Except as otherwise provided in this Section, all unvested Restricted Stock as of the date of Employee’s termination shall be deemed to have expired as of such date. (c) If (i) Employee’s employment is terminated by the Company (or lapsing of forfeiture conditions (as applicableits successor) of any shares of restricted stock granted to Executive without Cause or the Employee resigns for Good Reason, in either case (A) which are not Restricted Stock, 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, (1) all unvested Restricted Stock 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) in lieu of the pro-rata bonus described in Section 9(b)(ii)(C) above, the Company shall pay Employee the target amount of the Performance Bonus contemplated by Section 4(b) (i.e., two hundred percent (200%) of Employee’s Base Salary) that would have been payable for the calendar year in which vest or become non-forfeitable solely based termination of his employment occurs, payable in a single lump sum on Executive's continued the 90th day after the effective date of termination. (d) This Section 9 sets forth the only obligations of the Company with respect to the termination of the Employee’s employment with the Company, (C) which do and the Employee acknowledges that, upon the termination of his employment, he shall not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to 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 benefits as provided below; provided, that no amount shall be payable Company. The time for payment of amounts due following Employee’s separation from service pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits 9 shall be determined in accordance with the Company's employee benefit plans ’s regular payroll and bonus payment practices, subject to the provisions of Code Section 409A and the Treasury Regulations. Notwithstanding anything herein to the contrary, (i) if at the time of Employee’s termination of employment with the Company the Company’s common stock is publicly traded (as determined under Code Section 409A), (ii) Employee is a “specified employee” (as determined under Code Section 409A), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then the 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 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 payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected not to cause such an accelerated or additional tax. For purposes of Code Section 409A, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the 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 (as defined to 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 manner consistent with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. The compensation (including without limitation separation benefits) provisions of this Agreement shall be interpreted, operated and administered in a manner intended to comply with any applicable programs requirements of Code Section 409A, the Treasury Regulations, and practices then in effect.subsequent guidance issued under Code Section 409A.

Compensation Upon Termination. Upon (a) If the Employee’s employment is terminated as a result of his death or Disability, the Company shall pay to the Employee or to the Employee’s estate, as applicable, his Base Salary for a period of one year 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 by the end of the Executive's employment during the Term, the Executive calendar year in which such termination occurs shall be entitled accelerated and deemed to have vested as of the termination date. Any Stock Options that have vested (or been deemed pursuant to the following benefits: immediately preceding sentence to have vested) as of the date of the Employee’s termination shall remain exercisable for a period of 90 days. All Stock Options that have not vested as of the date of termination shall be deemed to have expired as of such date. (b) If the Executive's Employee’s employment is terminated by the Company for Cause, then the Company shall pay to the Employee his Base Salary through the date of his termination and any expense reimbursement amounts owed through the date of termination. The Employee 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 or shall remain exercisable for a period of 90 days. (c) If the Employee’s employment is terminated by the Executive Company (or its successor) upon the occurrence of a Change of Control and on the date of termination pursuant to this Section 9(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 $50,000,000, then the Company (or its successor, as applicable) shall pay to the Employee his Base Salary and benefits for a period of one year or until the end of the Term, whichever is shorter, as well as any expense reimbursement amounts owed through the date of termination. 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. Any Stock Options that have vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of the Employee’s termination shall remain exercisable for a period of 90 days. (d) If the Employee’s employment is terminated by the Company other than as a result of the Employee’s death or Disability and other than for reasons specified in Sections 9(b), or if the Employee’s employment is terminated by the Employee for Good Reason, then 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) continue to pay to the Employee his Base Salary, Salary and Guaranteed Bonus for a period of one year following such termination and (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay Employee any expense reimbursement amounts owed through the date of termination. All Stock Options scheduled to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 vest at the end of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the termination date. Any Stock Options that have vested (or been deemed pursuant to this Section 9(d)) as of the date of the Executive's Termination Date occurs; and Immediate and full vesting or lapsing ’s termination shall remain exercisable for a period of forfeiture conditions 90 days. (as applicablee) This Section 9 sets forth the only obligations of any shares the Company with respect to the termination of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued the Employee’s employment with the Company, (C) which do and the Employee acknowledges that, upon the termination of his employment, he shall not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the any payments or benefits as which are not explicitly provided below; provided, that no amount shall be payable pursuant to in Section 9. (f) The provisions of this Section 5(c) on or following the date the Executive first violates 9 shall survive any termination of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectAgreement.

Compensation Upon Termination. Upon the termination of the Executive's ’s employment during the Term, the : (a) Executive shall be entitled to Executive’s Base Salary before the following benefits: If effective date of termination of Executive’s employment with the Company (“Termination Date”), prorated on the basis of the number of full days of service rendered by Executive during the salary payment period prior to the Termination Date. The Company shall pay Executive the prorated Base Salary in accordance with applicable law, but no later than the next regular payday after the Termination Date; (b) subject to the provisions of Section 16, Executive shall be entitled to any unreimbursed reasonable business expenses incurred by Executive prior to the Termination Date in accordance with the Company’s then in effect business expense reimbursement policy and any amounts to which Executive is entitled to under the Company’s benefit plans in accordance with the terms of such plans as they may exist from time to time, which any request for reimbursement and supporting documentation Executive must submit to the Company within fourteen (14) days of the Termination Date and shall be paid to Executive within thirty (30) days of the Company’s receipt of Executive's employment is terminated ’s request for reimbursement and appropriate supporting documentation. (c) by the Company for Cause Cause, death or Disability, by Executive for any reason (including, without limitation, any actual or alleged constructive discharge), or by the Company for any reason during the Renewal Term, Executive other than for Good Reasonshall only receive the amounts and/or benefits listed in Sections 8(a) and (b), then and the Company shall pay not owe Executive any further compensation. (d) by the Company for any reason other than Cause, death or Disability, (i) Executive all shall receive: (A) the amounts earned and/or benefits listed in Sections 8(a) and (b); and (B) an amount equivalent to the greater of (x) the remainder of the Initial Term or accrued hereunder through (y) one (1) year of the Termination Date but not paid Base Salary (such amount, the “Severance Payment”), and (ii) immediate vesting of any of the 208,420 outstanding stock options owned by Xx. Xxxxxx on date hereof, excluding the Offering Options, that remain unvested 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; amounts and/or benefits listed in Sections 8(a) and (b) as specified in those Sections. The Company shall pay the Severance Payment to the Executive or his beneficiaries an amount in installments equal to one-twelfth of Base Salary in accordance with the Annual Bonus that Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive would have been entitled to receive in respect on the first regular payroll date of the fiscal year in which first month following the Executive's Termination Date occurs had he continued in employment until the end of such fiscal year, calculated as if all target performance targets and goals sixtieth (if applicable60th) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such fiscal year through day after the Termination Date and the denominator of which is 365; remaining payments being made on the Company’s regular payroll dates thereafter until the Severance Payment has been paid in full. The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect Company’s obligation to that number of Time-Based Shares that were scheduled to become non-forfeitable under make the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted Severance Payment to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the is contingent upon Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a separation and release of claims agreement in substantially the a form attached hereto as Exhibit A, the Executive shall be entitled acceptable to the benefits as provided below; providedCompany and providing such signed separation and release agreement to the Company no later than fifty (50) days after the Termination Date and Executive’s compliance with the provisions of Sections 4 and 5 hereof. For the avoidance of doubt, any expiration of the Term shall not be a termination by the Company that no amount shall be payable pursuant would require any payments to Executive under this Section 5(c8(d). In the event that Executive obtains alternative employment (whether as an employee or an independent contractor) on or following before the date the Executive first violates any end of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to one-year period immediately following the Termination Date, an amount (any remaining Severance Payment installments due hereunder shall be reduced dollar for dollar by the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments compensation received by Executive during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall installments would otherwise be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectdue.

Compensation Upon Termination. Upon termination of the Executive's ’s employment during for any reason, the TermExecutive is deemed to have resigned, as of the date of such termination of employment, from the Board and any committees of the Corporation or its affiliates on which she serves. (a) If the Corporation shall terminate the Executive’s employment for any reason other than for Cause, including due to the Executive’s Disability, or if the Executive resigns for Good Reason, subject to Sections 5(f) and 5(h), the Executive shall be entitled to the following: (i) A lump sum payment, within thirty (30) days following benefits: the termination of the Executive’s employment, which includes all amounts due to the Executive through the date of her termination, including any accrued but unpaid Salary and/or bonus and any accrued and unused vacation days; (ii) A lump sum payment, within sixty (60) days following the termination of the Executive’s employment, equal to the product of (A) the Salary plus the minimum bonus of 50% of the Salary multiplied by (B) a fraction, the numerator of which is the number of months (full and partial) remaining between the date of termination and December 31, 2010 and the denominator of which is twelve (12), but in no event shall the fraction equal less than one (1) (the “Severance Period”); (iii) Continued participation in the Corporation’s health plans (medical and dental), at the same cost to the Executive as immediately prior to such termination of employment, for the longer of (A) the Severance Period and (B) eighteen (18) months; provided, that if the Executive is entitled to participate in a health plan provided by a new employer, any payment by the Corporation for continued participation in the Corporation’s health plans shall cease (although participation may continue solely at the Executive’s cost, to the extent participation must be offered under federal law); provided, further, that if the new employer plan does not have preexisting condition coverage, the Executive may continue medical coverage with the Company for the balance of the period described above, without affecting the cost to the Executive.The Corporation anticipates that health benefits made available pursuant to this clause (iii) will be provided in accordance with applicable continuation coverage requirements under federal and state law. (iv) Continuation of life insurance coverage at the same level and at the same cost to the Executive as immediately prior to such termination of employment, for the longer of (A) the Severance Period and (B) eighteen (18) months; (v) Reimbursement for reasonable outplacement services for 12 months following the termination of the Executive’s employment. The Parties shall use their good faith efforts to locate a provider, and determine the scope of, outplacement services which are reasonably acceptable to both parties. (vi) Except as provided in this Section 5(a), the Corporation will have no further obligations to the Executive under this Agreement following the Executive’s termination of employment under the circumstances described in this Section 5(a). (b) If the Executive's ’s employment is terminated by with the Company for Cause or by Corporation shall terminate due to either (i) the Executive Executive’s termination other than for Good Reason, then the Company shall pay the Executive all amounts earned Reason 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason Corporation’s termination of the Executive's death’s employment for Cause, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such fiscal year her Salary through the Termination Date date of termination (which Salary shall not include any accrued and the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"unused vacation days), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits Except as provided below; provided, that no amount shall be payable pursuant to in this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv5(b), the Executive Corporation shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that have no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid further obligations to the Executive under this Agreement following the Executive’s termination of employment under the circumstances described in this Section 5(b). (c) If the Executive’s employment with the other eighteen months of Corporation shall terminate due to the Severance Amount payable Executive’s death, then the Executive’s estate shall be entitled to the amounts described in Section 5(a)(i) and (ii) and the Executive’s surviving spouse and dependents, if any, shall be entitled to continued participation in the Corporation’s health plans (medical and dental) as described in Section 5(a)(iii) above. Except as provided in this Section 5(c), the Corporation shall have no further obligations to the Executive under this Agreement following the Executive’s termination of employment under the circumstances described in equal monthly installments during this Section 5(c). (d) In the period beginning on event a Change of Control (as defined in Section 5(e)(iv)) of the seven-month Corporation occurs after December 31, 2008 but prior to the termination of the Executive’s employment, then, for purposes of Section 5(a), the “Severance Period” shall mean the number of months (full and partial) remaining between the date of termination and the two year anniversary of the Termination Date and ending on effective date of the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount Change of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectControl.

Compensation Upon Termination. Upon termination of the Executive's employment during the Employment Term, the Executive shall be entitled to the following benefits: : (a) If the Executive's employment is terminated by the Company for Cause Cause, or by the Executive for any reason other than for Good Reason, then the Company shall pay the to 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Dateaccrued but unpaid vacation pay, (iii) accrued any earned or awarded and vested, but unused vacation pay, unpaid bonus for any fiscal year of the Company ending prior to the year in which such termination occurs and (iv) any bonuses previous compensation which Executive has previously deferred (including any interest earned or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid credited thereon) (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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) 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 which would have been payable to Executive 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 is contingent on the achievement of performance targets, based on whether such targets were actually achieved as of the Termination Date) multiplied by a fraction, the numerator of which shall be the number of days in such year which have elapsed prior to the Termination Date and the denominator of which shall be the number of days in such year. For purposes of this Section 7(b), Base Salary shall be deemed to be the highest base salary in effect during the three year period prior to termination. 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 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 receive if he had continued her employment with the Company for such period, on the terms and conditions applicable to other executive officers of the Company as in effect from time to time during such period. Executive's entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans and other programs and practices then in effect. All outstanding stock options granted or issued pursuant to this Agreement shall become exercisable, vested and nonforfeitable. (c) If Executive's employment by the Company is terminated by the Company following a Change of Control other than for Cause, death or Disability, or by Executive for Good Reason, then Executive shall be entitled to the 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 Company's performance or the date on which the termination occurs. (d) For purposes of this Agreement, a "Change of Control" shall mean any of the following events:

Compensation Upon Termination. (a) Upon termination of the Executive's employment during the Termby either party for any reason whatsoever, the Executive Employee shall be entitled to continue to 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 following benefits: If Termination Date. 18406.55-921625 (b) In addition, if during the Executive's Term of this Agreement, Employee’s employment with the Company is terminated within twelve (12) months after a Change in Control, either by the Company for without Cause (and other than due to death or Disability) or by the Executive other than Employee for Good Reason, then 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 or the Company 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 twelve (12) 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 the Executive all amounts earned or accrued hereunder through day occurring sixty (60) days following the Termination Date but not paid as of Date; (ii) Payment in a lump sum, on the Company’s next regular pay day occurring sixty (60) days following 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company a pro rata bonus based upon Employee’s target bonus amount for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectivelyoccurs, "Accrued Compensation"). If pro-rated for the Executive's employment terminates for Disability or for reason portion of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such fiscal calendar year through the Termination Date Date; (iii) Accelerated vesting of all outstanding and the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year unvested stock options and other equity in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company held by Employee, which shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, thenbecome immediately and fully exercisable, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any all other terms of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensationapplicable equity plan and award agreement; The Company shall pay the Executive as severance pay and (iv) Conditioned on Employee’s proper and in lieu of any further compensation for periods subsequent timely election to continue his health insurance benefits under COBRA after the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing reimbursement of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage Employee’s applicable COBRA premiums for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans lesser of twelve ("Continuation Health Coverage"), until earlier of (A) twenty-four (2412) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) until Employee becomes eligible to participate in any other plan that provides medicalfor insurance benefits from another employer, dentalprovided, or hospitalization benefits. As of the date however, that the Executive ceases Company has the right to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that terminate such payment or benefit would constitute of COBRA premium reimbursement to Employee and instead pay Employee a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-lump sum amount equal to the cumulative amount applicable COBRA premium multiplied by the number of months remaining in the specified period if the Company determines in its discretion that would have otherwise been previously paid continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code. (c) Upon termination of Employee’s employment (i) as a result of Employee’s death or Disability, (ii) by the Company for Cause, (iii) by Employee without Good Reason, or (iv) for any reason following the Term of this Agreement, Employee shall not be entitled to the Executive additional compensation under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary beyond that earned as of the Termination Date and ending on the twenty fourDate. 18406.55-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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.921625

Compensation Upon Termination. Upon (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, his Base Salary and any accrued but unpaid Bonus and expense reimbursement amounts through the date upon which his Death or Disability occurs. All Stock Options that are scheduled to vest by the end of the calendar year in which such termination occurs shall be accelerated and shall be vested as of the date of his Disability or Death. All Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of his Disability or Death 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 and expense reimbursement 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 for Cause shall be deemed to have expired as of such date. Any Stock Options that have vested as of the date of the Executive's employment during ’s termination for Cause shall remain exercisable for a period of 90 days following the Term, the Executive shall be entitled to the following benefits: date of such termination. (c) If the Executive's ’s employment is terminated by the Company (or its successor) upon the occurrence of a Change of Control or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to the Executive his Base Salary for Cause a period of six (6) months following such termination, and (ii) pay the Executive any accrued and unpaid Bonus, and (iii) pay expense reimbursement amounts through the date of termination. All Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of such termination date. (d) If the Executive’s employment is terminated by the Company without Cause, or by the Executive other than for Good Reason, then the Company shall (i) continue to pay to the Executive his Base Salary for a period of twelve (12) months from the date of such termination, and (ii) pay the Executive all the Bonus he would have earned had he been employed for six (6) months from the date upon which such termination occurs, and (iii) pay the Executive any expense reimbursement amounts earned or accrued hereunder owed through the Termination Date but not paid date of termination. All Stock Options that are scheduled to vest in the contract year of the date of such termination shall be accelerated and deemed to have vested as of the Termination Datetermination date. All Stock Options that have not vested (or deemed to have vested pursuant to the preceding sentence) shall be deemed expired, including (i) Base Salary, (ii) reimbursement for any null and all monies advanced or expenses incurred in connection with void. Any Stock Options that have vested as of the date of the Executive's employment and ’s termination shall remain exercisable for reasonable and necessary expenses incurred by a period as outlined in the Executive on behalf company’s Omnibus Stock Option program. (e) This Agreement sets forth the only obligations of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason termination of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued ’s employment with the Company, (C) and the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which do are not vest or become non-forfeitable subject explicitly provided for herein. Furthermore, any payments made to the achievement Executive under §§10(c) or 10(d) herein, shall be conditioned upon the Executive executing a mutually acceptable release of any performance milestones (and all claims that the "Additional Time-Based Shares")Executive may have had, and (D) which were scheduled to vest has or become non-forfeitable through January 1 may have against the Company and/or its employees, executives and/or directors, arising out of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's ’s employment with the Company shall be terminated Company. (if) by Upon termination of the Company other than Executive’s employment hereunder for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit Aany reason, the Executive shall be entitled deemed to the benefits have resigned as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any director of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive Company, effective as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to such termination. (g) The provisions of this Section 5(c)(iv), the Executive 10 shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. survive any termination of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectAgreement.

Compensation Upon Termination. Upon termination of the Executive's ’s employment during the Employment Term, the Executive shall be entitled to the following benefits: : (a) Termination by the Company for Cause or by Executive Without Good Reason. If the Executive's ’s employment is terminated by the Company for Cause or by the Executive other than for without Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Datetermination date, including including: (i) any accrued and unpaid Base Salary, payable on the next payroll date; (ii) any Incentive Compensation earned but unpaid in respect of any completed fiscal year preceding the termination date, payable at the time incentive compensation is paid to other senior executives; (iii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's ’s employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Datetermination date, which amount shall be reimbursed within thirty (iii30) accrued but unused vacation pay, and days of the Company’s receipt of proper documentation from Executive; (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned accrued and unpaid vacation pay, payable on the next payroll date; (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability v) any previous compensation that Executive has previously deferred (including any interest earned or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"credited thereon), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit terms and conditions of the applicable deferred compensation plans and other applicable programs and practices or arrangements then in effect, to the extent vested as of Executive’s termination date, paid pursuant to the terms of such plans or arrangements; and (vi) any amount or benefit as provided under any benefit plan or program in accordance with the terms thereof (the foregoing items in Sections 8(a)(i) through 8(a)(vi) being collectively referred to as the “Accrued Compensation”).

Compensation Upon Termination. Upon termination of the Executive's employment during the TermTerm of this Agreement, the Executive shall be entitled to the following benefits: : i. If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reasonperformance reasons only (subsection 9.b.), then the Company shall (subject to the Executive's timely execution and non-revocation of a Confidential Separation Agreement and General Release of All Claims ("Release") within 21 days following termination prepared by and agreeable to the Company) pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, including (i) one years' Base Salary, (ii) reimbursement for any Salary and all monies advanced or expenses incurred in connection with the Executive's employment and target bonus for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in during which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation")termination occurs. If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive The aggregate amount due hereunder shall be entitled paid, subject to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount deduction of applicable taxes, in equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment installments beginning with the Company's first regularly scheduled pay date that occurs at least 10 days after the effective date of the Release, (C) which do not vest or become non-forfeitable with future payments due on each of the Company's regularly scheduled pay dates thereafter for a total payment period of one year, subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled termination for Executive's failure to vest or become non-forfeitable through January 1 comply with all terms of the calendar year following the calendar year in which the Executive's Termination Date occursRelease. ii. If the Executive's employment with the Company shall be is terminated (i) by the Company other than for Cause, death, reason of his death or Disability, then, in addition to any Base Salary earned to the date of termination, the Company shall provide the Executive with benefits or (2) payments under any applicable disability or 'life insurance benefit plans, programs or arrangements maintained by the Executive for Good ReasonCompany, thenwhich benefits shall be provided and amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, subject programs or arrangements. No other payments shall be owed to the Executive promptly signing and not revoking a release of claims in substantially Executive. iii. If the form attached hereto as Exhibit AExecutive's employment with the Company is terminated for Cause (other than performance [subsection 9.b.]), the Executive shall be entitled only to his Base Salary earned to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effecttermination.

Compensation Upon Termination. Upon termination a) If Employee’s employment is terminated as a result of her death or Disability, as a result of her voluntary resignation other than for Good Reason, or by the Executive's employment during the TermCompany for Cause, the Executive Company shall pay to Employee or to the Employee’s estate, as applicable, her 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 following benefits: 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 the Executive's Employee’s employment is terminated by the Company for Cause without Cause, and other than by reason of death or Disability, or if the Employee’s employment is terminated by the Executive other than Employee for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder to Employee her Base Salary through the Termination Date but not paid as date of her termination and any expense reimbursement amounts for expenses incurred through the Termination Datedate of termination. In addition, including if (i) Base SalaryEmployee 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) reimbursement for any and all monies advanced or expenses incurred the rescission period specified in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv)has expired, the Company shall pay to Employee a severance amount equal to nine (9) months of Employee’s then current Base Salary (the Executive “Severance”), less applicable withholdings and deductions, which amount shall be payable in a single lump sum on or before the Change 90th day after the effective date of that termination; provided that the Board may, upon written notice to Employee, reduce the Severance amount to six (6) months of Employee’s then current Base Salary in Control Amount, if the Executive becomes eligible to receive event the Change in Control Amount 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 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 provisions Company (or its successor) without Cause or the Employee resigns for Good Reason, in Section 6. Notwithstanding anything 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 contrary in severance benefits provided under Section 5(c)(ii)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, no Severance Amount will be paid during without limitation, a non-competition covenant) of the sixsame scope, duration and terms as the Non-month period following the Termination Date if either the Board Disclosure Agreement, (1) all unvested options or the Compensation Committee determinesrestricted stock awards (collectively, in its good faith judgment, that paying such amounts “Unvested Stock Awards”) held by Employee at the time or times indicated in Section 5(c)(ii) would cause the Executive that such termination occurs shall be accelerated and deemed to incur an additional tax under Section 409A have vested as of the Code termination date; and ("2) the Company shall pay Employee the target amount of the Discretionary Performance Bonus contemplated by Section 409A")4(b) (i.e., forty percent (40%) of Employee’s Base Salary) that would have been payable for the calendar year in which case such amounts shall be paid at the time or times indicated termination of her employment occurs, payable in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, single lump sum on the first 90th day following after the end effective date of the six-month periodtermination. Prior to any Change of Control, the Company will pay shall take such action as may be necessary to amend the Executive a lump-sum amount equal 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 cumulative amount that would have otherwise been previously paid to termination of the Executive under this Agreement Employee’s employment with the other eighteen months Company, and the Employee acknowledges that, upon the termination of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive her employment, she shall not be required entitled to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation 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 in any subsequent employment other than as provided under Company. The time for payment of amounts due following Employee’s separation from service pursuant to this Section 5(c)(iv). Executive's entitlement to any other compensation or benefits 9 shall be determined in accordance with the Company's employee benefit plans ’s regular payroll and bonus payment practices, subject to the provisions of Code Section 409A and the Treasury Regulations. Notwithstanding anything herein to the contrary, (i) if at the time of Employee’s termination of employment with the Company the Company’s common stock is publicly traded (as determined under Code Section 409A), (ii) Employee is a “specified employee” (as determined under Code Section 409A), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then the 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 payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected not to cause such an accelerated or additional tax. For purposes of Code Section 409A, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the 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 (as defined to 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 manner consistent with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. The compensation (including without limitation separation benefits) provisions of this Agreement shall be interpreted, operated and administered in a manner intended to comply with any applicable programs requirements of Code Section 409A, the Treasury Regulations, and practices then in effect.subsequent guidance issued under Code Section 409A.

Compensation Upon Termination. Except as is expressly stated in Section 4.07 ("Termination of Employment Following a Change In Control"), if the Executive's employment ends and this Agreement terminates for any reason described in Sections 4.02 through 4.04, the Company's sole and exclusive obligations to the Executive are as follows: (a) Upon any termination of the Executive's employment during employment, within ten (10) days after the Termtermination date, Company's shall pay the Executive (i) his Base Salary earned through the date of termination, together with any other earned and unpaid amounts of accrued vacation pay or sick leave, and (ii) any reimbursement for any business expenses that may be owing the Executive under the Company's policies. (b) If the Company terminates the Executive for Cause or if the Executive terminates his employment without Good Reason the Company's only obligation shall be entitled to pay the Executive the sums called for under Section 4.06(a). All unvested option shares, if any, will be canceled immediately, and the Company will have no further obligations to the following benefits: Executive under this Agreement. (c) If the Company terminates the Executive's employment is terminated by the Company for Cause a reason other than Cause, or by if the Executive other than terminates his employment for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of sums called for under Section 4.06(a). In addition, the Termination Date, including Company will: (i) As a severance payment, pay the Executive six (6) months of his then current Base Salary, to be paid according to the Company's standard payroll practices and payroll schedule, commencing on the first payroll date following the termination date; and (ii) reimbursement for any and all monies advanced or expenses incurred in connection with Accelerate the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf vesting of the Company for the period ending on the Termination Date, fifty percent (iii50%) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's deathunvested option shares, then such that those shares vest on the Executive shall termination date. The remaining 50% of any unvested option shares will be entitled to canceled as of the benefits provided below: termination date. (d) The Company shall continue to pay or reimburse the Executive or his beneficiaries all Accrued Compensation; The Company shall pay Executive's premiums for health coverage accorded to the Executive or his beneficiaries an amount equal under Section 3.04 hereof during any period of salary continuation pursuant to the Annual Bonus 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 target performance targets and goals subclause (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"c), and (D) which were scheduled to vest or become non-forfeitable through January 1 of above. In the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, event that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall required to be made pursuant to by Company under this Section 5(c)(iv) to the extent that such 4.06, either alone or in combination with any other payment or benefit the Executive is then entitled to receive, would constitute a deferral "parachute payment" (under Section 280(g) of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(ivInternal Revenue Code), the Company and Executive will negotiate in good faith a modification of this Section with the intention of maximizing the Executive's net after tax benefit, while at the same time not adversely affecting the Company. (e) The Company shall pay have no duty or obligation to employ the Executive following any such termination by the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board Company or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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.

Compensation Upon Termination. Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: 7.1 If the Executive's employment is terminated in accordance with Section 5.1 or 6.1 herein: (a) the Corporation shall forthwith, but in any event within ten (10) days from receipt by the Company for Cause or Corporation of a Release executed by the Executive other than for Good Reasonsubstantially in the form of Schedule "A", then pay to 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 Executive: (i) if not previously paid, that portion of the Executive's accrued but unpaid Monthly Base Salary, any accrued but unpaid bonus to which the Executive is entitled for the preceding calendar year under any Incentive Compensation Plan, all unpaid reasonable business expenses and all accrued but unused vacation pay earned or payable to the Executive by the Corporation for the period from the beginning of the Corporation's then current fiscal year, up to and including the Date of Termination; (ii) reimbursement for any and all monies advanced or expenses incurred in connection with a lump sum cash payment equal to the Executive's employment Monthly Base Salary and one-twelfth (1/12) of the Executive's Annual Target Bonus for reasonable each month of the Severance Period; (iii) a lump sum payment equal to thirteen percent (13%) of the Executive's Annual Base Salary for the Severance Period. The Executive may elect to continue the Executive's then current dental and necessary expenses incurred by general medical care and/or life insurance benefits and/or long term disability benefits (on such terms and conditions in effect in the month immediately preceding the Date of Termination) for the Severance Period, or until the date on which the Executive obtains alternative employment if earlier than the date of termination of the Severance Period. The cost to the Corporation of continuing these benefits on behalf of the Company for Executive shall be deducted by the period ending on Corporation from the Termination Date, Executive's thirteen percent (iii13%) accrued but unused vacation pay, and Annual Base Salary lump sum payment referred to herein; (iv) any bonuses or incentive compensation a lump sum payment representing the value of the Executive's monthly car allowance for the Severance Period; (v) a lump sum payment representing the value of the Corporation's contributions to the Corporation's savings plan (at a rate of six percent (6%) of the Executive's Annual Base Salary) for the Severance Period; (vi) a lump sum payment representing the value of the Executive's entitlement to receive from the Corporation financial counseling services for the Severance Period; and (vii) a lump sum payment representing the value of the Executive's entitlement to receive from the Corporation security monitoring services at the Executive's personal residence for the Severance Period; (b) with respect to the fiscal year ended prior Executive's entitlement to pension benefits under the fiscal year in which Pension Plan for Employees of Nexen Inc. (Defined Benefit Option) (the Termination Date occurs that was earned "Registered Pension Plan") and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates related entitlement under the Nexen Inc. Restated Executive Benefit Plan (the "Executive Benefit Plan"): (i) the Corporation shall recognize the Severance Period for Disability or for reason purposes of determining the Executive's deathentitlement; (ii) for calculation purposes, then the Executive's entitlement is the benefit which would have been determined assuming that the Executive had been employed throughout the Severance Period, including recognition of: (A) additional service that would have been credited for the Severance Period; (B) monthly salary equal to the Executive's Monthly Base Salary throughout the Severance Period; (C) pensionable bonus for the year of the Date of Termination, and for each subsequent year or portion thereof during the Severance Period, determined at the Annual Target Bonus level. Average bonus will be determined over the three years to the end of the Severance Period, including any partial calendar years; and (D) if the Executive would have been eligible for retirement at the end of the Severance Period, the Executive shall be entitled deemed to retire, and the pension to commence, upon completion of the Severance Period. In such case, the Executive's attained age at the end of the Severance Period will be recognized for purposes of calculating the early retirement reduction factor, if applicable; (iii) the pension entitlements described in this Section 7.1(b) shall, to the benefits extent legally permissible, be provided below: The Company shall pay through the Executive or his beneficiaries all Accrued Compensation; The Company Registered Pension Plan. To the extent that it is not legally permissible to provide such pension entitlements through the Registered Pension Plan, the Corporation shall pay to the Executive or his beneficiaries an amount equal to a lump sum payment representing the Annual Bonus that settlement value of the additional Executive Benefit Plan benefit determined in accordance with the assumptions set forth in Schedule "B"; and (iv) any entitlements of the Executive would under the Executive Benefit Plan which have previously been entitled to receive funded in respect accordance with the terms of the fiscal year Securitization Procedure but not previously settled in which accordance with the Executive's Termination Date occurs had he continued in employment until terms of the end of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met Securitization Procedure shall be settled by the Company Corporation in accordance with the settlement mechanism set forth in the Securitization Procedure and the assumptions set forth in Schedule "B"; (c) the Corporation shall provide the Executive with executive outplacement counseling to be provided by a firm to be selected by the Executive, as applicable, for such year, multiplied by at a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject cost to the achievement of any performance milestones Corporation not to exceed $25,000.00; (the "Additional Time-Based Shares"), and (Dd) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for outstanding unexercisable stock options under any Stock Option Plan shall become exercisable; (e) where the Executive and any eligible dependents under all has been relocated, at the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any request of the covenants set forth in Section 7 or Corporation, within the two (2) becomes eligible year period immediately prior to participate in any other plan that provides medicalthe Effective Date, dentalif so requested by the Executive, or hospitalization benefits. As of the date that Corporation shall relocate the Executive ceases back to receive coverage under any the Executive's prior location; and (f) as soon as is reasonably practicable following the execution of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv)Restated Agreement, the Executive Corporation shall be eligible required to elect provide security for the performance of its obligation to receive make the lump sum payments described in this Article 7. 7.2 The estimated value as of October 1, 2001 of Sections 7.1(a)(ii) to 7.1(c) are set out in Schedule "COBRAC". Schedule "C" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge provides estimated values only and agree that no payment or benefit actual values shall be made pursuant to calculated in accordance with this Section 5(c)(iv) to Restated Agreement at the extent that such time of entitlement or payment or benefit would constitute a deferral of compensation subject under this Restated Agreement. 7.3 Subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A7.1(a)(iii). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive Executive's employment is terminated in the Change in Control Amount pursuant to the provisions circumstances described in Section 6. Notwithstanding anything to 5.1 or 6.1, the contrary in Section 5(c)(ii), no Severance Amount will remuneration and benefits payable under this Article 7 shall not be paid during the six-month period following the Termination Date reduced if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated obtains alternative employment. 7.4 Unless expressly provided otherwise in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentenceRestated Agreement, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal all payments to the cumulative amount that would have otherwise been previously paid be made to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment Article 7 shall be offset or reduced subject to required statutory deductions at source by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectCorporation.

Compensation Upon Termination. Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: (a) If the Executive's ’s employment is terminated by the Executive’s death, the Company shall pay to the Executive’s estate or as may be directed by the legal representatives of such estate, the Executive’s full Base Salary through the Date of Termination at the rate in effect at the time of the Executive’s death. (b) During any period that the Executive fails to perform the Executive’s duties hereunder solely as a result of incapacity due to physical or mental illness (“disability period”), the Executive shall continue to receive the Executive’s full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits or under any incentive compensation plan or program of the Company hereof, at the time such payments are due; provided that payments so made to the Executive during the disability period shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such payment under disability benefit plans of the Company and which amounts were not previously applied to reduce any such payment. (c) If the Executive shall terminate the Executive’s employment or the Company terminates the Executive’s employment for Cause or by the Executive other than for Good Reasonas provided in Section 7(b)(ii) hereof, then the Company shall pay the Executive all amounts earned or accrued hereunder the Executive’s full Base Salary through the Date of Termination Date but not paid at the rate in effect at the time the Notice of Termination is given, and the Company shall have no further obligations to the Executive under this Agreement. (d) Subject to Section 8(e) below, if the Company terminates Executive’s employment without Cause, the Company shall pay to Executive an amount equal to Executive’s Base Salary for the time remaining in the then-current Initial Term or Additional Term, payable in semi-monthly installments and as is otherwise consistent with the Company’s payroll procedures. (e) If Executive’s termination occurs during the Term of this Agreement and after of a Change of Control, regardless of the Termination Date, including (i) Base Salary, (ii) reimbursement reason for any the termination and all monies advanced regardless of whether the termination is initiated by Executive or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination DateCompany, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall will be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an following: (i) a lump-sum amount equal to the Annual Bonus that the amount Executive would have been entitled to receive in respect Base Salary (taking into account any increases that may have occurred after the date hereof) for the time remaining in Executive’s then current Term of employment; (ii) (A) all unvested STAP awards; (B) all unvested options to purchase shares of the fiscal year Company’s Common Stock; and (C) all other awards subject to vesting, in which the Executive's Termination Date occurs had he continued in employment until the end of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met each case granted by the Company and by to Executive prior to Executive’s Date of Termination, shall immediately vest in Executive as of the Executivedate of such termination, 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 which is 365; The Executive's Timeexercise period for each such previously-Based Shares granted STAP award, option or other award, including those awards previously vested but unexercised, shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under be the Time-Based Schedule through January 1 full remaining duration of the calendar year following term of each such STAP award, option or other award; and (iii) for purposes of this Agreement (unless otherwise specifically provided), the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing term “Change of forfeiture conditions (as applicable) of Control” means any shares of restricted stock granted to Executive transaction that constitutes either (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement a transfer of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 control of the calendar year following Company by acquisition, merger, hostile takeover or for any reason whatsoever which qualifies as a “change in the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release ownership of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any effective control of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensationcorporation” under Internal Revenue Code section 409A(a)(2)(A)(v); The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any a “Change of the covenants set forth Control” as defined in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any 2.6 of the Company's group medical’s Share Tracking Awards Plan, dental, and hospitalization benefit plans pursuant to this Section 5(c)(ivor any successor provision or plan), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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.

Compensation Upon Termination. Upon termination of the (a) If Executive's ’s employment during the Termis terminated by Company for Cause, the by Death or Disability, or if Executive resigns Without Good Reason, Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 receive: (i) the Base Salary, Salary through the date of termination; (ii) reimbursement for any previously unreimbursed business expenses properly incurred and all monies advanced or expenses incurred documented by Executive in connection accordance with Company policy prior to the date of Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, ’s termination; and (iii) accrued but unused vacation paysuch Employee Benefits, and (iv) any bonuses or incentive compensation with respect if any, as to which Executive may be entitled under the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason employee benefit plans of the Company. (b) If Executive's death’s Employment is terminated by Company without Cause or by Executive with Good Reason, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated to: (i) the Base Salary through the date of termination; (ii) reimbursement for any previously unreimbursed business expenses properly incurred and documented by the Executive in accordance with Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject policy prior to the date of Executive’s termination; (iii) if Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled elects to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group continue medical, dental, and hospitalization benefit plans vision coverage under the health care continuation provisions of COBRA, Company shall reimburse Executive for the related premium cost for employess and dependent coverage for a period of twelve ("Continuation Health Coverage"), until earlier of (A) twenty-four (2412) months following the Termination Date or Executive's date of termination of employment. (Biv) the date the if Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible elects to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group continue medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv)vision coverage under the health care continuation provisions of COBRA, the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to reimburse Executive for the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(iirelated premium (c) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed Executive’s Employment is terminated as a result of Company providing written notice to Executive pursuant to Section 1 of this Agreement of Company’s intention not to extend the previous sentenceterm of the Agreement, on Executive shall be entitled to: (i) the first day following Base Salary through the end of the six-month period, the Company will pay the term; (ii) reimbursement for any previously unreimbursed business expenses properly incurred and documented by Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits shall be determined in accordance with Company policy prior to the Company's employee benefit plans and other applicable programs and practices then end of the term; (iii) receive a lump sum payment within sixty (60) days following Executive’s termination of employment equal to (1) one times Executive’s Annual Base Salary at the rate immediately in effecteffect before the end of the term.

Compensation Upon Termination. Upon termination (a) If the Executive’s employment is terminated as a result of his death or Disability, the Company shall (i) pay to the Executive or to the Executive’s estate, as applicable, his Base Salary and any accrued and unpaid Bonus and expense reimbursement amounts through the date of his death or Disability, and (ii) for a period of twelve months thereafter provide continuation coverage to the members of the Executive's employment during ’s family and, in the Termcase of termination for Disability, the Executive under all major medical and other health, accident, life or other disability plans and programs in which such family members and, in the case of termination for Disability, the Executive participated immediately prior to his death or Disability. In the case of Executive’s death, the Company will continue to pay the Executive’s Salary to his estate for 12 months. Any Stock Options that have not vested as of the date of the Executive’s death or Disability shall be entitled deemed to the following benefits: have expired as of such date; provided, however, that any vested Stock Options shall remain exercisable for a period of 90 days. (b) If the Executive's ’s employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive his Base Salary through the Change in Control Amount, if date of his termination and the Executive becomes eligible shall have no further entitlement to receive any other compensation or benefits from the Company. All Stock Options that have not vested as of the date of any such termination shall be deemed to have expired as of such date and, in addition, the Executive’s right to exercise any vested Stock Options shall terminate as of such date. (c) If the Executive’s employment is terminated by the Company (or its successor) upon the occurrence of a Change in Control Amount pursuant of Control, the Company (or its successor, as applicable) shall (i) continue to pay to the provisions Executive his Base Salary for a period of six months following such termination, and (ii) pay the Executive any accrued and unpaid Bonus and expense reimbursement amounts through the date of termination. The Company’s obligation under clause (i) in Section the preceding sentence shall be reduced, however, by any amounts otherwise actually earned by the Executive during the 6-month period following the termination of his employment. Notwithstanding anything All Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of such date. (d) If (i) 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 9(b) or (c), or (ii) the Executive’s employment is terminated by the Executive for Good Reason, the Company shall (i) continue to pay to the contrary Executive his Base Salary for a period of six months following such termination and (ii) pay the Executive any accrued and unpaid Bonus and expense reimbursement amounts through the date of termination. The Company’s obligation under clause (i) in Section 5(c)(ii)the preceding sentence shall be reduced, no Severance Amount will be paid however, by any amounts otherwise actually earned by the Executive from other employment during the six-month period following the Termination Date if either termination of his employment. All Stock Options that have not vested as of the Board or the Compensation Committee determinesdate of termination shall be deemed to have expired as of such date; provided, in its good faith judgmenthowever, that paying such amounts and vested Stock Options shall remain exercisable for a period of 90 days. (e) The continuation coverage under any major medical and other health, accident, life or other disability plans and programs for the periods provided in Section 9(a) shall be provided (i) at the expense of the Company and (ii) in satisfaction of the Company’s obligation under Section 4980B of the Internal Revenue Code of 1986 (and any similar state law) with respect to the period of time such benefits are continued hereunder. Notwithstanding anything to the contrary contained herein, the Company’s obligation to provide such continuation coverage under such Sections shall cease immediately upon the date any covered individual becomes eligible for similar benefits under the plans or times indicated in policies of another employer. (f) This Section 5(c)(ii) would cause 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 incur an additional tax under Section 409A of the Code ("Section 409A"), in any payments or benefits which case such amounts shall be paid at the time or times indicated are not explicitly provided in this Section 5(c)(vi). If the payment 9. (g) The provisions of this Section 9 shall survive any Severance Amounts are delayed as a result termination of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectAgreement.

Compensation Upon Termination. Upon termination In the event that the Executive’s employment terminates for any reason other than pursuant to section 7, 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's employment during the Term, the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's terminates his employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for without Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive Executive, within 30 days after the Change in Control AmountDate of Termination, if all accrued Base Salary and benefits through the Executive becomes eligible to receive Date of Termination (the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month “Accrued Benefits”) and within a reasonable period following the Termination Date if either the Board or as determined by the Compensation Committee determines, and/or as is administratively practical any Annual Incentive earned in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result respect of the previous sentence, on the first day following the end completed fiscal year but not paid as of the six-month periodDate of Termination. The Company shall have no further obligations to the Executive after the Date of Termination. (b) If the Executive’s employment terminates due to his death or disability, the Company will 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 Executive 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 lump-sum amount bonus equal to 50% of the cumulative amount annual target rate of bonus in the year of the Date of Termination; (x) continuation of the Housing Allowance and provision of the Motor Vehicle in Bermuda for the period ending the earlier of the date the dependents of the Employee leave Bermuda or 6 months after the Date of Termination; (y) take actions necessary such that would have otherwise been previously paid all Options or Shares granted to the Executive Employee under this Agreement with the other eighteen months Plans which remain unvested shall immediately vest; (z) 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 Severance Amount payable Date of Termination. (ii) If the Company terminates the employment of the Employee by reason of disability, the Company shall: (v) pay to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall Employee, not be required to mitigate less frequently than monthly, the amount of any payment provided for difference between the level of long-term disability benefits required to be maintained under the Benefit Plans (the “Maximum Monthly Benefit” as defined in this Agreement by seeking other employment or otherwise the US Benefit Plans), and no such payment shall be offset or reduced by the amount actually paid in satisfaction of any compensation such benefits by insurance, for so long as the Employee remains disabled and therefore entitled to such benefits; (w) continue to provide the Housing Allowance and the Motor Vehicle in Bermuda for the period ending the earlier of the date the Employee leaves Bermuda or benefits provided 6 months after the Date of Termination; (x) take actions necessary such that all Options or Shares granted to the Executive Employee under the Plans which remain unvested shall immediately vest; (y) pay a pro rata bonus for the fiscal year in any subsequent employment other than 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 (z) following the Date of Termination pursuant to this Section 8(b) (ii), ensure that the Employee’s Health Coverage under the Benefit Plans as described in Schedule I shall continue to be provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits shall be determined in accordance with at the Company's employee benefit plans and other applicable programs and practices then in effect’s expense.

Compensation Upon Termination. Upon (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, in a lump sum within 30 days after the date of termination, (i) his unpaid Base Salary through the date of his termination and (ii) any expense reimbursement amounts owed the Executive through the date of his termination, and shall provide to Executive his benefits in accordance with this Agreement through the date of his termination. In addition, subject to the provisions of Section 9(h) hereof, the Company shall continue to pay to the Executive or to his estate his Base Salary on the regular payroll dates of the Company for the period beginning on the day after the date of termination and ending on the date that is six (6) months following the date of termination. In the event that the Company provides Executive (his spouse and his dependents, if applicable) with medical, dental and hospitalization coverage (“Health Coverage”) at the time of termination of Executive’s employment and Executive (and/or his spouse and dependents, as applicable) elects continued Health Coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or, if inapplicable, under the applicable state statutes and regulations governing continuation of health care coverage to former employees (collectively, “COBRA”), for the twelve (12) month period following the date of termination, the Company shall reimburse Executive for the amount of the COBRA payments, less the amount that Executive would have been obligated to make in order to receive the Health Coverage under the Company’s programs (as in effect at the time of termination of employment). Subject to Section 9(h) hereof, the Company will make reimbursement payments to Executive on a monthly basis on the last payroll date of the month for the previous month’s COBRA payments. All Merger Options and 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 Merger Options 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. Merger Options and Stock Options that have vested as of the Executive's employment during ’s termination shall remain exercisable for ninety (90) days following such termination, provided, however, Merger Options that are not exercisable upon their terms at the Term, the Executive time of such termination may not be exercised and shall be entitled forfeited to the following benefits: Company as of such date. (b) If the Executive's ’s employment is terminated by the Company CEO for Cause or by the Executive for other than for Good Reason, then the Company shall pay or provide to the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, including (i) his unpaid Base Salary, (ii) any expense reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by amounts owed the Executive on behalf of the Company for the period ending on the Termination Date, and (iii) accrued but unused vacation payhis benefits in accordance with this Agreement, all through the date of his termination. The Executive shall have no further entitlement hereunder to any other compensation or benefits from the Company. All Merger Options and (iv) any bonuses or incentive compensation with respect Stock Options that have not vested as of the date of termination shall be forfeited to the fiscal year ended prior Company as of such date. Merger Options and Stock Options that have vested as of the Executive’s termination shall remain exercisable for 90 days following such termination, provided, however, Merger Options that are not exercisable upon their terms at the time of such termination may not be exercised and shall be forfeited to the fiscal year in which the Termination Date occurs that was earned and unpaid Company as of such date. (collectively, "Accrued Compensation"). c) If the Executive's ’s employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met is terminated by the Company and by (or its successor) upon the Executiveoccurrence of a Change of Control, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, deathas a result of the Executive’s death or Disability or other than as set forth in Section 8(a), or Disability, or (2) is terminated by the Executive for Good Reason, thenthen the Company (or its successor, as applicable) shall pay to Executive, in a lump sum within 30 days after the date of termination, (i) his unpaid Base Salary through the date of his termination and (ii) any expense reimbursement amounts owed the Executive through the date of his termination, and shall provide to Executive his benefits in accordance with this Agreement though the date of his termination. In addition, subject to the Executive promptly signing provisions of Section 9(h) hereof and not revoking a release of claims in substantially the form attached hereto as Exhibit ASection 9(d) hereof, the Executive Company shall be entitled continue to pay to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) Executive his Base Salary on or following the date the Executive first violates any regular payroll dates of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date first payroll date that occurs on or after the 31st day after the date of termination and ending on the date twenty-four that is twelve (2412) months following such date. In the Termination Date; event that the Company provides Executive (his spouse and his dependents, if applicable) with Health Coverage at the time of termination of Executive’s employment and Executive elects continued Health Coverage under COBRA, subject to Section 9(d), for a twelve (12) month period beginning on the first month-end payroll date that occurs on or after the 31st day after the date of termination, the Company shall reimburse Executive for the amount of the COBRA payments, less the amount that Executive would have been obligated to make in order to receive the Health Coverage under the Company’s programs (as in effect at the time of termination of employment). Subject to Section 9(h) hereof (and the foregoing sentence), the Company will make reimbursement payments to Executive on a monthly basis on the last payroll date of the month for the previous month’s COBRA payments. The Company’s continuing Health Coverage reimbursement obligations under this Section 9(c) shall cease in the event that Executive has the ability to obtain Health Coverage from a subsequent employer. All Merger Options and Stock Options that are scheduled to vest on the next succeeding anniversary of the Commencement Date shall be entitled accelerated and deemed to full have vested as of the termination date. All Merger Options and immediate vesting and/or lapsing Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of forfeiture conditions (the date of termination shall be forfeited to the Company as applicable) of all such date. Merger Options and Stock Options that have vested as of the Executive's Time-Based Shares ’s termination shall remain exercisable for 90 days following such termination provided, however, Merger Options that are not exercisable upon their terms at the time of such termination may not be exercised and Additional Time-Based Shares; shall be forfeited to the Company as of such date. Notwithstanding the foregoing, if Executive’s employment is terminated upon a Change of Control and Continuation coverage such Change of Control is a result of (i) a merger, consolidation, share exchange, or other business combination transaction, (ii) a sale by the Company of all or substantially all of its assets for consideration, or (iii) the sale by the Company of newly issued securities resulting in gross proceeds in excess of $60,000,000, then in each case all Merger Options and Stock Options that have not vested as of the termination date shall be accelerated and deemed to have vested as of the termination date. (d) Notwithstanding anything to the contrary contained herein, no payments shall be made to Executive pursuant to Section 9(c) hereof (other than unpaid Base Salary and any eligible dependents under all reimbursements for business expenses, both through Executive’s date of termination), whether for Base Salary continuation or reimbursement of Health Coverage, and no acceleration of vesting of the Merger Options or Stock Options shall occur pursuant to Section 9(c) hereof unless Executive executes and delivers to the Company within 30 days after the date of termination a general mutual release in favor of the Company's group medical, dentalits affiliates and their respective officers, directors, shareholders, members, partners, managers, employees, plan administrators, agents and hospitalization benefit plans ("Continuation Health Coverage")attorneys, until earlier as well as any predecessor, future successor or estate or assign of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth foregoing from all legally releasable claims and liability (other than the payments and benefits due under this Agreement) in Section 7 a form reasonably satisfactory to the Company and Executive (and the release is not rescinded and remains in effect). The mutual release shall not release Executive from claims or (2) becomes eligible liability relating to participate in any other plan that provides medicalExecutive’s acts or omissions involving or arising from fraud, dentaltheft, criminal acts, or hospitalization benefits. As violations of the date that the Executive ceases to receive coverage under any of securities law while employed by the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that Company shall have no payment obligation to provide Executive with a release of any claims or benefit shall be made pursuant to this liability if the Company terminates Executive’s employment in accordance with Section 5(c)(iv8(a). (e) This Section 9 sets forth the only obligations of the Company with respect to the extent that such payment or benefit would constitute a deferral termination of compensation subject to Section 409A (the Executive’s employment with the Company, and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may acknowledges that, upon the termination of his employment, he shall not be entitled to receive pursuant to the provisions any payments or benefits which are not explicitly provided in Sections 5(c)(iSection 9. (f) to 5(c)(iv), Omitted. (g) The obligations of the Company that arise under this Section 9 shall pay survive the expiration or earlier termination of this Agreement. (h) If any payment, compensation or other benefit provided to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determinesconnection with his employment termination is determined, in its good faith judgmentwhole or in part, that paying such amounts at to constitute “nonqualified deferred compensation” within the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under meaning of Section 409A of the Code ("and the Executive is a specified employee as defined in Section 409A"409A(2)(B)(i), in which case no part of such amounts payments shall be paid at before the time or times indicated in this Section 5(c)(viday that is six (6) months plus one (1) day after the termination date (the “New Payment Date”). If the payment The aggregate of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount payments that otherwise would have otherwise been previously paid to the Executive under this Agreement with during the other eighteen months of period between the Severance Amount payable termination date and the New Payment Date shall be paid to the Executive in equal monthly installments during the period beginning a lump sum on the seven-month anniversary such New Payment Date. Thereafter, any payments that remain outstanding as of the Termination day immediately following the New Payment Date and ending on shall be paid without delay over the twenty four-month anniversary thereof. The time period originally scheduled, in accordance with the terms of this Agreement.. Notwithstanding anything contained herein to the contrary, Executive shall not be required considered to mitigate have terminated employment with the amount Company for purposes of any payment provided for Sections 8 and 9 hereof unless he would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). (i) Anything in this Agreement by seeking other employment to the contrary notwithstanding, if in the event of a Change of Control, it is determined that any payment, award, benefit or otherwise and no such payment shall be offset distribution (or reduced any acceleration of any payment, award, benefit or distribution) by the Company or any entity to or for the benefit of the Executive (the “Payments”) would result in an excise tax within the meaning of Section 4999 of the Internal Revenue Code of 1986, as amended (“Code”) (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company (or any successor entity) shall pay to Executive an additional payment (“Gross Up Payment”) in an amount such that after payment by the Executive of all taxes (including any Excise Tax) imposed upon the Gross Up Payment, the Executive retains an amount of any compensation or benefits provided the Gross Up Payment equal to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits shall be determined in accordance with amount the Company's employee benefit plans and other applicable programs and practices then in effectExcise Tax imposes upon the Payments.

Compensation Upon Termination. Upon termination In the event that the Executive’s employment terminates for any reason other than pursuant to section 7, 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's employment during the Term, the Executive shall be entitled to the following benefits: If the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason, then 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 and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's terminates her employment terminates for Disability or for reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for without Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive Executive, within 30 days after the Change in Control AmountDate of Termination, if all accrued Base Salary and benefits through the Executive becomes eligible to receive Date of Termination (the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month “Accrued Benefits”) and within a reasonable period following the Termination Date if either the Board or as determined by the Compensation Committee determines, and/or as is administratively practical any Annual Incentive earned in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result respect of the previous sentence, on the first day following the end completed fiscal year but not paid as of the six-month periodDate of Termination. The Company shall have no further obligations to the Executive after the Date of Termination. (b) If the Executive’s employment terminates due to her death or disability, the Company will shall pay to the Executive, or her legal representative or estate, as the case may be, within 30 days after the Date of Termination the following: (i) Upon her death, the Company shall either pay the Executive spouse (as defined in the State of Connecticut, the Executive’s State of permanent residence), or her 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 lump-sum amount bonus equal to 50% of the cumulative amount annual target rate of bonus in the year of the Date of Termination; (x) take actions necessary such that would have otherwise been previously paid all Options or Shares granted to the Executive Employee under this Agreement with the other eighteen months 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 Severance Amount payable to Date of Termination. (ii) If the Executive in equal monthly installments during Company terminates the period beginning on the seven-month anniversary employment of the Termination Date and ending on Employee by reason of disability, the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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.Company shall:

Compensation Upon Termination. Upon termination of the Executive's employment during the Term, the Executive shall be entitled to the following benefits: (a) If the Executive's ’s employment is terminated by the Board for Cause, then the Company shall pay to the Executive on the date of termination his Base Salary, any earned Transaction Bonus, and any expense reimbursement amounts incurred prior to and until the date of termination. (b) If the Executive’s employment is terminated as a result of his death or Disability, or if Executive resigns his employment for any reason (other than pursuant to a Change of Control under Section 7(c) hereof), the Company shall, within a reasonable time after his death or Disability, pay to the Executive or to the Executive’s estate, as applicable, his Base Salary, any earned Transaction Bonus and any expense reimbursement amounts incurred prior to and until the date of his Death or Disability. (c) If, within three (3) months of a Change of Control, Executive’s employment is terminated by the Company (or its successor) for any reason, or Executive resigns employment from the Company, the Company (or its successor, as applicable) shall, on the date of termination, (i) pay to the Executive his Base Salary, any earned Transaction Bonus and any expense reimbursement amounts prior to and until the date of termination and (ii) issue Executive $240,000 plus 168,000 shares of Common Stock. (d) If the Executive’s employment is terminated by the Company for Cause or by the Executive a reason other than for Good Reasonas provided in Sections 6(a), then 6(b), 6(c) or Executive’s death, the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as shall, within a reasonable time of the Termination Datesuch termination, including (i) pay to the Executive his Base Salary, any earned Transaction Bonus and any expense reimbursement amounts incurred prior to and until the date of termination or his Death or Disability, as applicable, and (ii) reimbursement for any and all monies advanced or expenses incurred in connection with issue Executive $240,000 plus 168,000 shares of Common Stock. (e) This Section 7 sets forth the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf only obligations of the Company for the period ending on the Termination Date, (iii) accrued but unused vacation pay, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason termination of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued ’s employment with the Company, (C) and the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which do are not vest or become non-forfeitable subject explicitly provided in Section 7. Further, notwithstanding anything to the achievement of any performance milestones (the "Additional Time-Based Shares")contrary contained in this Section 7, and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by have no obligation to pay, and Executive shall have no obligation to receive, any compensation, benefits or other consideration provided for in this Section 7 following termination of Executive’s employment unless Executive executes a separate agreement releasing the Company other than from any and all liability in connection with the termination of Executive’s employment. (f) If Executive is a director of the Company at the time his employment is terminated for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit Aany reason, the Executive shall be entitled deemed to the benefits have resigned as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any director of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive Company, effective as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to such termination. (g) The provisions of this Section 5(c)(iv), the Executive 7 shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. survive any termination of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectAgreement.

Compensation Upon Termination. Upon (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, his Base Salary for a period of one year 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 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. Any 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 employment during ’s termination shall remain exercisable for a period of 90 days. All Stock Options that have not vested as of the Term, the Executive date of termination shall be entitled deemed to the following benefits: have expired as of such date. (b) If the Executive's ’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 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 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 (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 $50,000,000, then the Company (or its successor, as applicable) shall continue to pay to the Executive his Base Salary and benefits for Cause a period of one year following such termination as well as any expense reimbursement amounts owed through the date of termination. 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. Any 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 90 days. (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 if the Executive’s employment is terminated by the Executive other than for Good Reason, then the Company shall (i) continue to pay to the Executive his Base Salary and Guaranteed Bonus for a period of one year following such termination and (ii) pay the Executive all any expense reimbursement amounts earned or accrued hereunder owed through the Termination Date but not paid date of termination. All Stock Options scheduled to vest at the end of the calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the Termination Datetermination date; provided, including (ihowever, that if on the date of termination pursuant to this Section 10(d) Base Salarythe fair market value of the Company’s Common Stock, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred aggregate, as determined in good faith by the Executive on behalf of the Company for the period ending Board on the Termination Datedate of such termination, (iii) accrued but unused vacation payis greater than $50,000,000, and (iv) any bonuses or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If the Executive's employment terminates for Disability or for reason then all of the Executive's death’s unvested Stock Options shall be accelerated and deemed to have vested as of the termination date. Any Stock Options that have vested (or been deemed pursuant to this Section 10(d)) as of the date of the Executive’s termination shall remain exercisable for a period of 90 days. (e) Following expiration and non-renewal of the Term, then should the Company, in its sole discretion require that the Executive shall be entitled continue to comply with the benefits provided below: The terms of Section 7 hereof, the Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Base Salary and Guaranteed Bonus that the Executive would have been entitled to receive in respect for a period of one year following expiration of the fiscal year in which Term. (f) This Section 10 sets forth the Executive's Termination Date occurs had he continued in employment until the end only obligations of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, 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 which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 termination of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued ’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 which are not explicitly provided in Section 10. (Cg) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the "Additional Time-Based Shares"), and (D) which were scheduled to vest or become non-forfeitable through January 1 Upon termination of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's ’s employment with the Company shall be terminated (i) by the Company other than hereunder for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit Aany reason, the Executive shall be entitled deemed to the benefits have resigned as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any director of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive Company, effective as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to such termination. (h) The provisions of this Section 5(c)(iv), the Executive 10 shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. survive any termination of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). 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 effectAgreement.

Compensation Upon Termination. Upon termination of the Executive's employment during the TermTerm of Agreement, the Executive shall be entitled to the following benefits: : (a) Termination by the Company for Cause, Disability, Death or by Executive Without Good Reason. If the Executive's employment is terminated by the Company for Cause or Disability or by the Executive other than for Without Good Reason, then or by reason of 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 Datetermination date, including including: (i) any accrued and unpaid Base Salary, ; (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the Executive's employment and for reasonable and necessary expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date, termination date; (iii) any accrued but unused and unpaid vacation pay, and ; (iv) if such termination occurs during the 2003 fiscal year, the Guaranteed Bonus, multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through termination date and (B) the denominator of which is 365; and (v) any bonuses previous compensation which Executive has previously deferred (including any interest earned or incentive compensation with respect credited thereon), subject to the fiscal year ended prior terms and conditions of the applicable deferred compensation plans then in effect (the foregoing items in Section 7(a)(i) through 7(a)(v) being collectively referred to as the fiscal year in which the Termination Date occurs that was earned and unpaid (collectively, "Accrued Compensation"). If In addition to the Accrued Compensation, if Executive's employment terminates is terminated by the Company for Disability or for by reason of the Executive's death, then the Executive shall be entitled to the benefits provided below: The Company shall pay the Executive or his beneficiaries all Accrued Compensation; The Company shall pay to the Executive or his beneficiaries an amount equal to the Annual Bonus 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 termination date occurs, had he continued in employment until the end of such fiscal year, calculated as if all target performance targets and goals (if applicable) had been fully met by the Company and by the Executive, as applicable, for such fiscal year, multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the Termination Date termination date and (B) the denominator of which is 365; The Executive's Time-Based Shares shall immediately fully become non-forfeitable with respect to that number of Time-Based Shares that were scheduled to become non-forfeitable under the Time-Based Schedule through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs; and Immediate and full vesting or lapsing of forfeiture conditions 365 (as applicable) of any shares of restricted stock granted to Executive (A) which are not Restricted Stock, (B) which vest or become non-forfeitable solely based on Executive's continued employment with the Company, (C) which do not vest or become non-forfeitable subject to the achievement of any performance milestones (the a "Additional Time-Based SharesPro Rata Bonus"), and (D) which were scheduled to vest or become non-forfeitable through January 1 of the calendar year following the calendar year in which the Executive's Termination Date occurs. If the Executive's employment with the Company shall be terminated (i) by the Company other than for Cause, death, or Disability, or (2) by the Executive for Good Reason, then, subject to the Executive promptly signing and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Executive shall be entitled to the benefits as provided below; provided, that no amount shall be payable pursuant to this Section 5(c) on or following the date the Executive first violates any of the covenants set forth in Section 7: The Company shall pay the Executive all Accrued Compensation; The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") equal to two times his then current Base Salary and two times his Target Annual Bonus; which shall, except as otherwise set forth in Section 5(c)(vi), be payable in equal monthly installments during the period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to full and immediate vesting and/or lapsing of forfeiture conditions (as applicable) of all of the Executive's Time-Based Shares and Additional Time-Based Shares; and Continuation coverage for the Executive and any eligible dependents under all the Company's group medical, dental, and hospitalization benefit plans ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or (B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 5(c)(iv), the Executive shall be eligible to elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, the Parties acknowledge and agree that no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the extent that such payment or benefit would constitute a deferral of compensation subject to Section 409A (and to the extent permissible any such payment or benefit shall be modified to comply with Section 409A). In addition to any benefits that the Executive may be entitled to receive pursuant to the provisions in Sections 5(c)(i) to 5(c)(iv), the Company shall pay to the Executive the Change in Control Amount, if the Executive becomes eligible to receive the Change in Control Amount pursuant to the provisions in Section 6. Notwithstanding anything to the contrary in Section 5(c)(ii), no Severance Amount will be paid during the six-month period following the Termination Date if either the Board or the Compensation Committee determines, in its good faith judgment, that paying such amounts at the time or times indicated in Section 5(c)(ii) would cause the Executive to incur an additional tax under Section 409A of the Code ("Section 409A"), in which case such amounts shall be paid at the time or times indicated in this Section 5(c)(vi). If the payment of any Severance Amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the twenty four-month anniversary thereof. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits hereunder shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect.