Common use of Discharge Clause in Contracts

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 12. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependents) during the 36-month period following Employee's termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 9, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement Employee’s employment in the event of Employee’s Misconduct or Disability (both as defined below) only upon written notice thereof delivered to Employee in accordance with Section 9(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1212 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined below), then, except as provided in Section 9(c)(ii9(k)(i) below) then: , (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the expiration of the revocation period for the Release (as defined below), but in no event later than the fifteenth (15th) day of the third month following the year in which the Date of TerminationTermination occurs, an amount equal to three times the sum product of (1x) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3y) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month expiration of the revocation period after such Date of Terminationfor the Release, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); provided, however, the welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s welfare plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-Company any such comparable welfare benefits; and provided, further, however, that for the avoidance of doubt, the COBRA continuation period shall run concurrently with the period set forth in this Clause (B). In addition to the aforementioned compensation and benefits, (C) the Company shall pay in lump sum in cash to Employee, within fifteen (15) days following the expiration of the revocation period for the Release, but in no event later than the fifteenth (15th) day of the third month period following the year in which the Date of Termination occurs, an amount equal to the product of (x) Employee's ’s average Bonus paid by the Company during the most recent two (2) years immediately prior to the date of termination, multiplied by (y) three and (D) Employee shall be considered as immediately and totally vested in any and all Awards previously granted to Employee by Company or its subsidiaries; provided, however, with respect to Awards that are deferred compensation subject to Code Section 409A, such accelerated vesting shall not cause an acceleration of a payment or result in a change in form of payment that would violate Code Section 409A. With respect to benefits set forth under Clause (B) above, all insurance premiums and/or benefits payments made by the Company with respect to such benefits shall be made so as to be exempt from Section 409A of the Code and, for purposes thereof, each such payment shall be treated as a separate payment under Section 409A of the Code. To the extent any such payments are not exempt from Section 409A of the Code (i.e., they constitute “nonqualified deferred compensation” subject to Section 409A of the Code), such payments shall be paid by the Company according to a fixed schedule consisting of monthly installment payments. If the Company’s pre-tax payment of the premiums for such benefits would cause the Executive to be taxed on the Company’s actual cost of providing such accident and group health insurance benefits because such benefits are “self-insured,” the Company will instead pay such premiums on an after-tax basis so the premium amounts are included in the Employee’s taxable income. With respect to any such benefits actually received by Employee that are taxable and not otherwise excluded from deferred compensation under Code Section 409A, any amount reimbursable and paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year, all reimbursements shall be reported paid no later than the end of the Executive’s taxable year following the tax year in which such expenses were incurred and the reimbursements under this Section cannot be substituted for any other benefit. The Company’s obligation to make the payments and provide the benefits described in this Section 9(c)(i) is conditioned expressly on Employee’s executing (and not revoking) a general release of any and all claims arising out of or relating to Employee’s employment and termination of employment in a form reasonably satisfactory to the Company (the “Release”). If Employee fails to execute a Release within forty-five (45) days following the extent coverage and/or benefits received under a self-insured health plan later of the Company (any successor or affiliatei) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, or (ii) the first date on Employee actually receives an execution copy of such Release (which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be delivered to Employee for cancellation of all outstanding stock-based awards then held by Employee on the no later than five (5) business days following Date of Termination (collectively, "Awards"Termination), a lump sum amount in cash equal to the sum of the value or if Employee revokes such Release within seven (with respect to an option or stock appreciation right7) days following execution, the "spread"; Employee shall forfeit all payments and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%benefits described hereunder. (ii) Notwithstanding the foregoing provisions of this Section 9, in In the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of TerminationTermination other than for payment of the Accrued Amounts, if any. As used herein, "“Misconduct" ” means (aA) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or and the Employee fails to cure such failure within ten (b10) days after receipt of such demand, (B) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, otherwise (other than such conduct resulting from Employee’s incapacity due to physical or failure to act, on Employee's part shall be deemed "willful" unless done, mental illness or omitted to be done, any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee not for Good Reason), (C) Employee’s conviction for the commission of a felony or (D) action by Employee toward the Company involving dishonesty. Anything contained in good faith this Agreement to the contrary notwithstanding, the Board shall have the sole power and without reasonable belief that Employee's action or omission was in authority to terminate the best interest employment of Employee on behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)Remaining Term, 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to Employee’s termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee’s highest bonus paid by the Company during the most recent two (2) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject and (D) Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be considered as immediately and totally vested in any and all Options previously made to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option Company or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%its subsidiaries. (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation accrued through the Date of Termination. As used herein, "“Misconduct" ” means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful the-engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no actotherwise (other than such conduct resulting from Employee’s incapacity due to physical or mental illness or any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee for Good Reason), or failure (c) Employee’s conviction for the commission of a felony. Anything contained in this Agreement to actthe contrary notwithstanding, the Chief Executive officer of the Company shall have the sole power and authority to terminate the employment of Employee on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 1211. However, in the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii8(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's ’s Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's ’s 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's ’s dependents) during the 36-month period following Employee's ’s termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "“whole" ” on a net after tax basis, with such make whole payments to be made during the month of the related health care coverage); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "“Awards"”), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "“spread"”; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's ’s stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee; and (D) within 30 days after the Date of Termination, the Company shall pay to Employee an amount equal to 36 times the excess of (i) the monthly premium payable immediately prior to the Notice of Termination for life, disability and accident benefits substantially similar to those which employee (and Employee’s dependents) were receiving at such time, over (ii) the aggregate monthly premiums(s) charged to the Executive for such coverage at such time. The fair market value Each of the payments described in Section (A) — (D) of this Section shall be determined based on deemed to be separate payments for purposes of Section 409A of the trading values Internal Revenue Code of a comparable group of public companies 1986, as determined by amended (the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%“Code”). (ii) Notwithstanding the foregoing provisions of this Section 98, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "“Misconduct" ” means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's ’s part shall be deemed "“willful" ” unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's ’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's ’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (as such terms are defined in below), then, subject to Section 9(c)(ii7(h) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 five business days of the Date of Termination, an the Company shall pay to Employee a lump sum amount in cash equal to three times the sum of (1) Employee's Base Compensation, Compensation and (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the CompanyEmployee's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415Target Bonus; (B) for the 36-36- month period after such Date of TerminationTermination the Company, the Company at its sole expense, shall continue to provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee no less favorable than the health plan benefits provided by the Company (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependentsor any successor) during the such 36-month period following Employee's terminationto any senior executive officer of the Company; provided, and any such benefits actually received by Employee shall be reported to the Company (further, to the extent the coverage and/or or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); and (C) within 30 days of on the Date of Termination orall then outstanding Company stock-based awards of Employee, whether under this Agreement, a Company stock plan or otherwise, shall become immediately exercisable and payable in full, as the case may be, with any performance goals associated therewith being deemed to have been achieved at the maximum levels. Notwithstanding anything in this Agreement to the contrary, if later, the first date on which such any payment to Employee in respect of a Company stock-based award would not subject give rise to a short-swing profit liability to Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, then both the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party payment and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership entitlement to payment thereof shall automatically be deferred until the earliest date at which the payment of such benefit would not exceed 15%result in a short-swing profit liability to Employee. (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than threetwo-quarters thirds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board)purpose, finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 12. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependents) during the 36-month period following Employee's termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value ; and (D) within 30 days after the Date of Termination, the Company shall be determined based on pay to Employee an amount equal to 36 times the trading values excess of a comparable group (i) the monthly premium payable immediately prior to the Notice of public companies as determined by the independent third party Termination for life, disability and accident benefits substantially similar to those which employee (and Employee's dependents) were receiving at such time, over (ii) the aggregate value discount applied monthly premiums(s) charged to the Executive for various factors including illiquidity, being private and minority ownership shall not exceed 15%such coverage at such time. (ii) Notwithstanding the foregoing provisions of this Section 9, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month period after such Date date of Terminationtermination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay in lump sum in cash to Employee for cancellation within fifteen (15) days following the date of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum termination an amount in cash equal to the sum product of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted sharei) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the CompanyEmployee's stock is not publicly traded, using a fair market value on the Date of Termination as determined average bonus paid by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on during the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. most recent two (ii) Notwithstanding the foregoing provisions of this Section 9, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason2), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by only in the Company event of Employee's Misconduct or Disability (both as defined below) upon written notice as provided thereof delivered to Employee in accordance with Section 129(f) and Section 12 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to terminationEmployee's termination (in the event a Corporate Change occurs prior to January 1, (3) an amount equal to 2005, the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17Base Compensation shall be $500,000), 401(k)multiplied by (ii) three, 401(m) or 415; (B) for three years following the 36-month period after such Date date of Terminationtermination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee's termination (if any); however, the welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay in lump sum in cash to Employee for cancellation within fifteen (15) days following the date of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum termination an amount in cash equal to the sum product of (i) Employee's average Bonus paid by the value Company during the most recent two (2) years immediately prior to the date of termination (in the event that the date of termination is on or before December 31, 2004 and no Bonus has been paid with respect to an option or stock appreciation rightthe fiscal year ending December 31, 2004 as of the date of termination, the "spread"; Bonus shall be equal to the Base Compensation for purposes of this section and in the event that the date of termination is after December 31, 2004 and on or before December 31, 2005 and no Bonus has been paid with respect to restricted stock or phantom stockthe fiscal year ending December 31, 2005, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable Bonus with respect to the Company and Employee. The fair market value fiscal year ending December 31, 2005 shall be determined based on equal to the trading values Base Compensation for purposes of a comparable group of public companies this section), multiplied by (ii) three and (D) Employee shall be considered as determined immediately and totally vested in any and all Options previously made to Employee by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Company or its subsidiaries. (ii) Notwithstanding the foregoing provisions of this Section 9, in In the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation or Bonus accrued through the Date of Termination. As used herein, "Misconduct" means (aA) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or and the Employee fails to cure such failure within ten (b10) days after receipt of such demand, (B) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on otherwise (other than such conduct resulting from Employee's part shall be deemed "willful" unless done, incapacity due to physical or omitted to be done, mental illness or any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee not in good faith and without reasonable belief that for Good Reason), (C) Employee's conviction for the commission of a felony or (D) action or omission was by Employee toward the Company involving dishonesty. Anything contained in this Agreement to the best interest contrary notwithstanding, the Board shall have the sole power and authority to terminate the employment of Employee on behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)Remaining Term, 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee's highest bonus paid by the Company during the most recent two (2) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject and (D) Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be considered as immediately and totally vested in any and all Options previously made to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option Company or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%its subsidiaries. (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation accrued through the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful the-engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no actotherwise (other than such conduct resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee for Good Reason), or failure to act, on (c) Employee's part conviction for the commission of a felony. Anything contained in this Agreement to the contrary notwithstanding, the Chief Executive officer of the Company shall be deemed "willful" unless done, or omitted have the sole power and authority to be done, by terminate the employment of Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest on behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (as such terms are defined in below), then, subject to Section 9(c)(ii7(h) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 five business days of the Date of Termination, an the Company shall pay to Employee a lump sum amount in cash equal to three times the sum of (1) Employee's Base Compensation, Compensation and (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the CompanyEmployee's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415Target Bonus; (B) for the 36-month period after such Date of TerminationTermination the Company, the Company at its sole expense, shall continue to provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee no less favorable than the health plan benefits provided by the Company (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependentsor any successor) during the such 36-month period following Employee's terminationto any senior executive officer of the Company; provided, and any such benefits actually received by Employee shall be reported to the Company (further, to the extent the coverage and/or or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); and (C) within 30 days of on the Date of Termination orall then outstanding Company stock-based awards of Employee, whether under this Agreement, a Company stock plan or otherwise, shall become immediately exercisable and payable in full, as the case may be, with any performance goals associated therewith being deemed to have been achieved at the maximum levels. Notwithstanding anything in this Agreement to the contrary, if later, the first date on which such any payment to Employee in respect of a Company stock-based award would not subject give rise to a short-swing profit liability to Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, then both the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party payment and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership entitlement to payment thereof shall automatically be deferred until the earliest date at which the payment of such benefit would not exceed 15%result in a short-swing profit liability to Employee. (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than threetwo-quarters thirds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board)purpose, finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 12. However, in the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's ’s Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's ’s 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's ’s dependents) during the 36-month period following Employee's ’s termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "“whole" ” on a net after tax basis, with such make whole payments to be made during the month of the related health care coverage); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "“Awards"”), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "“spread"”; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's ’s stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee; and (D) within 30 days after the Date of Termination, the Company shall pay to Employee an amount equal to 36 times the excess of (i) the monthly premium payable immediately prior to the Notice of Termination for life, disability and accident benefits substantially similar to those which employee (and Employee’s dependents) were receiving at such time, over (ii) the aggregate monthly premiums(s) charged to the Executive for such coverage at such time. The fair market value Each of the payments described in Section (A) — (D) of this Section shall be determined based on deemed to be separate payments for purposes of Section 409A of the trading values Internal Revenue Code of a comparable group of public companies 1986, as determined by amended (the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%“Code”). (ii) Notwithstanding the foregoing provisions of this Section 9, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "“Misconduct" ” means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's ’s part shall be deemed "“willful" ” unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's ’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's ’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided in Section 12. However, in delivered to Employee. (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then), the following shall occur: (A1) the Company shall pay in a lump sum, in cash, to Employee, within 15 days pro rata over the next 24 months in accordance with the Company’s customary pay periods and subject to customary withholdings, an amount equal to the product of (x) the sum of (I) Employee’s Base Compensation as in effect immediately prior to the Date of Termination, an amount equal to three times the sum of plus (1II) Employee's Base Compensation, (2) an amount equal to the highest incentive award single bonus paid or payable, as by the case may be, Company to Employee under in the Company's Incentive Compensation Plan during the current year and the three two fiscal years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, multiplied by (y) 2.0; (2) for 18 months, the Company Company, at its sole cost, shall provide (or arrange to provide provide) to Employee (and and, as applicable, Employee's ’s dependents) with lifedental, disability, accident and life insurance, and group health insurance benefits (including ExecuCare) (collectively, “Welfare Benefits”) substantially similar to those which that Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice Date of Termination; provided, with however, that the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits Welfare Benefits otherwise receivable by Employee pursuant to this clause (B2) shall be reduced to the extent comparable benefits Welfare Benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable Welfare Benefits; and (to the extent coverage and/or benefits received under a self-insured health plan of the Company (3) Employee shall become immediately and totally vested in any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay and all Long Term Incentives granted to Employee for cancellation of all outstanding stock-based awards then held by Employee on Company prior to the Date of Termination (collectivelywhich Long Term Incentives remain subject to, "Awards"and must thereafter be exercised in accordance with, any plans governing such Long Term Incentives), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (iiC) Notwithstanding anything to the foregoing provisions of contrary in this Section 9Agreement, in the event that Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation accrued through the the Date of Termination. As used hereinFor the purposes of this Agreement, "the term “Misconduct" means ” shall mean: (a1) the (A) any willful breach or habitual neglect of duty by Employee or (B) Employee’s material and continued failure by Employee to substantially perform his Employee’s duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical a Disability) (i) in a professional manner and (ii) in a manner that is reasonably expected as appropriate for the position, in the case of either (A) or mental illness (B), which breach, neglect or any such actual failure is not cured by Employee within 30 days from receipt by Employee of written notice from the Company that specifies the alleged breach, neglect or anticipated failure after failure; (2) the issuance misappropriation or attempted misappropriation by Employee of a Notice material business opportunity of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure including an attempt to act, secure any personal profit in connection with entering into any transaction on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.;

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided in Section 12. However, in delivered to Employee. (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), the following shall occur: (AI) the Company shall pay in a lump sum, in cash, to Employee, within subject to tax and other customary withholdings, not later than 15 days of after the Date of Termination, an (x) a lump sum amount equal to three times the product of (1) the sum of (1a) Employee's ’s Base Compensation, (2) an amount equal Compensation as in effect immediately prior to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, plus (b) Employee’s highest single bonus paid by the Company shall provide or arrange to provide Employee in the two fiscal years prior to the Date of Termination, multiplied by (2) 2.0, and Employee's dependents(y) with lifea lump sum amount, in cash, equal to the cost for Employee to obtain, for the period commencing on the Date of Termination and ending on the date that is 18 months following the Date of Termination,dental, disability, accident and life insurance, and group health insurance benefits (including ExecuCare) (collectively, “Welfare Benefits”) covering Employee (and, as applicable, Employee’s spouse and dependents) that are substantially similar to those which that Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice Date of Termination, with the Employee charged a monthly premium(s; and (II) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced notwithstanding any provision to the extent comparable benefits are actually received by Employee (and Employee's dependentscontrary in the plan(s) during the 36-month period following Employee's terminationgoverning such Long Term Incentives, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (become immediately and totally vested in any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay and all Long Term Incentives granted to Employee for cancellation of all outstanding stock-based awards then held by Employee on Company prior to the Date of Termination (collectivelywhich Long Term Incentives remain subject to, "Awards"and must thereafter be exercised in accordance with, any plans governing such Long Term Incentives), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (iiC) Notwithstanding anything to the foregoing provisions of contrary in this Section 9Agreement, in the event that Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any Base Compensation and General Benefits accrued and unpaid through the Date of Termination. As used hereinFor the purposes of this Agreement, "the term “Misconduct" means ” shall mean: (aI) the (x) any willful breach or habitual neglect of duty by Employee or (y) Employee’s material and continued failure by Employee to substantially perform his Employee’s duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness a Disability or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason) (1) in a professional manner and (2) in a manner that is reasonably expected as appropriate for the position, in the case of either (x) or (y), after a written demand for substantial performance which breach, neglect or failure is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging cured by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, within 30 days from receipt by Employee not in good faith and without reasonable belief of written notice from the Company that Employee's action specifies the alleged breach, neglect or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.failure;

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided delivered to Employee in accordance with Section 12. However, in 7(b). (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and prior to expiration of the Term for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), the following shall occur: (A1) the Company shall pay in a lump sum, in cash, to Employee, within subject to customary withholdings, not later than 15 calendar days of after the Date of Termination, an amount (x) a lump sum amount, in cash, equal to three times the product of (1) the sum of (1a) Employee's ’s Base Compensation, (2) an amount equal Compensation as in effect immediately prior to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, plus (b) the most recent annual bonus paid by the Company to Employee (provided that, until December 31, 2009, the “most recent annual bonus paid by the Company to Employee” shall provide or arrange be deemed, solely for the purposes of this Section 7, to provide be an amount not less than Employee’s signing bonus specified in Section 4(c) of the Original Agreement), multiplied by (2) 2.0, and (y) a lump amount, in cash, equal to the cost for Employee to obtain, for the period commencing on the Date of Termination and ending on the earlier to occur of (1) the date that is 24 months following the Date of Termination and (2) the fixed term date (if any), disability, accident, dental and health insurance benefits (“Welfare Benefits”) covering Employee (and, as applicable, Employee’s spouse and dependents) that are substantially similar to those that Employee (and Employee's dependents) with life, disability, accident ’s spouse and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice Date of Termination, with the Employee charged a monthly premium(s; and (3) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced Notwithstanding any provision to the extent comparable benefits are actually received by Employee (and Employee's dependentscontrary in the plan(s) during the 36-month period following Employee's terminationgoverning such Long Term Incentives, and any such benefits actually received by Employee shall be reported become immediately and totally vested in any and all Long Term Incentives granted to Employee by Company prior to the Company (to the extent coverage and/or benefits received under a self-insured health plan Date of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); Termination. (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal Notwithstanding anything to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and contrary in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 9Agreement, in the event that Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the the Date of Termination other than the payment of any Base Compensation and General Benefits accrued and unpaid through the the Date of Termination. As used hereinFor the purposes of this Agreement, "the term “Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part ” shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.mean:

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal the Remaining Term( defined to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17be 3 years), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health and other health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to Employee’s termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee’s highest bonus paid by the Company during the most recent three (3) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject and (D) Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be considered as immediately and totally vested in any and all Long Term Incentives previously made to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option The Company or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%its subsidiaries. (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of TerminationTermination other than the payment of any unpaid Base Compensation accrued through the Date of Termination and any benefit to which Employee may be entitled through application of Law. As used herein, "“Misconduct" ” means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason)illness, after a written demand for substantial performance is delivered to Employee prior notice by the BoardCompany’s CEO and reasonable opportunity to cure such failure, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure (c) the misappropriation or attempted misappropriation of a material business opportunity of the Company for Employee’s personal benefit, including attempting to act, secure any personal profit in connection with entering into any transaction on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest behalf of the Company, (d) the intentional misappropriation or attempted misappropriation of any of the Company’s funds or property; or (e) commission of a felony or engaging in any other conduct involving fraud or dishonesty which is demonstrably injurious to the Company. Notwithstanding Anything contained in this Agreement to the foregoingcontrary notwithstanding, Employee shall not be deemed to have been terminated for Misconduct unless and until there the Chief Executive officer of the Company shall have been delivered the sole power and authority to terminate the employment of Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters on behalf of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detailCompany.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base CompensationCompensation as in effect immediately prior to Employee’s termination, multiplied by (ii) the remaining Term, (2) an amount equal to by way of example, if the highest incentive award paid or payable, as Term of the case may be, to Employee under Employee’s employment expires 2 1/2 years after the Company's Incentive Compensation Plan during the current year and the three years prior to notice of termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed Employee’s Base Compensation should be multiplied by I.R.C. Sections 401(a)(172.5), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Terminationremaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to Employee’s termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee’s highest annual bonus paid by the Company during the most recent two (2) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject (D) Employee shall be considered as immediately and totally vested in any and all Long Term Incentives previously granted to suit under Section 16(bEmployee by Company or its subsidiaries and (E) Employee will retain all portions of the Securities Exchange Act of 1934, if applicable, the Company shall offer signing bonus paid to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation accrued through the Date of Termination. As used herein, "“Misconduct" ” means (a) the any willful breach or habitual neglect of duty or Employee’s material and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure illness) after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered notice to Employee by which specifies the Boardalleged breach, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his dutiesnegligence or failure and thirty days to cure, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to misappropriation or attempted misappropriation of a material business opportunity of the Company, monetarily or otherwise. For purposes hereof, no act, or failure including attempting to act, secure any personal profit in connection with entering into any transaction on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable written notice to Employee and an opportunity for Employeewhich specifies the alleged misappropriation or attempted misappropriation; (c) the intentional misappropriation or attempted misappropriation of any of the Company’s funds or property; or (d) (i) conviction of a felony offense, together with Employee's counselor (ii)engaging in conduct involving fraud or dishonesty, to be heard before the Board)provided, finding that in the good faith opinion event of (ii) the Board Company will provide notice to the Employee was guilty of which specifies the conduct set forth above and specifying the particulars thereof in detailEmployee shall be provided thirty days to respond to such notice.

Discharge. (i) The Company CFB may terminate terminate, without any liability to Executive under this Agreement, this Agreement and EmployeeExecutive's employment by discharging Executive for any reason deemed sufficient by CFB if the Company upon notice as provided Date of Termination associated with such discharge occurs prior to a Change in Section 12Control. However, in In the event that Employeethis Agreement and Executive's employment is are terminated by discharge during the Term by the Company on or of this Agreement following a Change in Control and by CFB for any reason other than his Misconduct (Cause [as defined in Section 9(c)(ii7(c)(ii)] or Disability [as defined in Section 7(d)(I)], then, subject to Sections 7(c)(iii), 7(g) below) then: and 7(h): (A) the Company CFB shall pay in a lump sum, in cash, to EmployeeExecutive, within 15 days of the Date of Termination, an amount in cash equal to the greater of four million and no/100 dollars ($4,000,000.00) or three (3) times the sum of of: (1) Employeethe higher of (a) the Executive's annual Base CompensationCompensation as in effect immediately prior to the Notice of Termination, or (b) Executive's highest annual Base Compensation over the 24-month period preceding the Notice of Termination; and (2) an amount equal to the highest maximum annual incentive award paid or payable, as the case may be, payable Executive (without giving any effect to Employee any reduction that would constitute Good Reason under the CompanySection 7(a)(ii)(4) of this Agreement) under CFB's Annual Incentive Compensation Plan during the current (or any substitute or alternative plan) for such year and the three years prior to termination, in lieu of any other payment thereunder; and (3) an amount equal the average percentage of employer matching contributions to the amount CFB Retirement Savings Plan and Trust (as a percent of Compensation as defined in the Plan) and employer contributions that to the Company would have made CFB Employee Stock Ownership Plan and Trust on behalf of Employee under Executive for the Company's 401(k) three most recent Plan during Years ending immediately prior to the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; Date of Termination. (B) for the 36-month period after such Date of Termination, the Company CFB, at its cost, shall provide or arrange to provide Employee (Executive and EmployeeExecutive's dependents) dependents with life, disability, accident and group health insurance benefits substantially similar to those which Employee (Executive and EmployeeExecutive's dependents) dependents were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee Executive pursuant to this clause (BSection 7(c)(I)(B) shall be reduced to the extent comparable benefits are actually received by Employee (Executive and EmployeeExecutive's dependents) dependents during the 36-month period following EmployeeExecutive's terminationDate of Termination from another employer or employer's plan or program, and any such benefits actually received by Employee Executive and Executive's dependents shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); CFB; (C) in lieu of shares of restricted stock granted to Executive by CFB upon which the restricted period does not lapse upon Date of Termination, CFB shall pay to Executive within 30 days of the Date of Termination or, if later, a lump-sum cash payment equal to the first date greater of (1) the highest quoted per share sales price for common shares on which such payment would not subject Employee to suit under Section 16(b) of the Securities New York Stock Exchange Act of 1934, if applicable, during the Company shall offer to pay to Employee for cancellation of all outstanding stockten-based awards then held by Employee day period commencing on the Date of Termination (collectivelyor, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume of the common shares is highest), or (2) the fixed or formula price for the acquisition of common shares specified in an agreement in connection with any Change in Control; (D) in lieu of shares of common stock of CFB ("AwardsCommon Shares") issuable upon exercise of outstanding options ("Options"), if any, granted to Executive under a lump CFB Option Plan (which Options shall be canceled upon the making of the payment referred to below), within 15 days of the Date of Termination CFB shall pay to Executive a lump-sum amount in cash equal to the sum of product of: (1) the value (with respect to an option or stock appreciation rightexcess of, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where of an "incentive stock option" [as defined in Section 422A of the Company's stock Internal Revenue Code of 1986, as amended (the "Code")] , the closing price of common shares as reported on the New York Stock Exchange on or nearest the Date of Termination (or, if not listed on such exchange, on a nationally recognized or quotation system on which trading volume in the common shares is not publicly tradedhighest) and, using a fair market value in the case of all other Options, the greater of (a) the highest quoted per share sales price for common shares on the New York Stock Exchange during the ten-day period commencing on the Date of Termination (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume of the common shares is highest), or (b) the fixed or formula price for the acquisition of common shares specified in an agreement in connection with any Change in Control, over the per share option price of each Option held by Executive (whether or not then fully exercisable); and (2) the number of common shares of CFB covered by each such Option; (E) for a period of 12 months following Date of Termination, CFB shall pay the expenses for such outplacement services as determined Executive may require, with such services to be performed by an independent third party agreeable agency CFB shall designate; (F) CFB shall pay to Executive all legal fees and expenses incurred by Executive as a result of termination of employment (including, but not limited to, all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the Company extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder); and (G) in the event any additional or new incentive compensation, deferred compensation or other type of bonus program is instituted by CFB ("New Incentive Program"), the maximum award payable to Executive under the New Incentive Program for such year in lieu of any other payment thereunder, assuming for purposes hereof that Executive had been employed for all of such year, that all performance objectives for such year had been met at the maximum levels and Employee. The fair market value shall be determined based on the trading values of that Executive had been entitled to a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%full award thereunder. (ii) Notwithstanding None of the foregoing provisions of this Section 9, obligations imposed on CFB by Sections 7(c) (I) (A) through (G) shall apply in the event Employee Executive is terminated because of Misconductdischarged for Cause, the Company shall have no compensation obligations pursuant to in which event this Agreement after shall terminate on the Date of TerminationTermination without further rights or obligations on the part of Executive or CFB under this Agreement. As used herein, "MisconductCause" means shall mean: (aA) the willful and continued failure by Employee to substantially perform his duties with the Company Executive (other than any such failure resulting from Employee(1) Executive's incapacity due to physical or mental illness or illness, (2) any such actual or anticipated failure after the issuance of a Notice of Termination by Employee Executive for Good Reason), Reason or (3) CFB's active or passive obstruction of the performance of Executive's duties and responsibilities) to perform substantially the duties and responsibilities of Executive's position with CFB after a written demand for substantial performance is delivered to Employee Executive by the Board, which demand specifically identifies the manner in which the Board believes that Employee Executive has not substantially performed his duties, the duties or responsibilities; (bB) the conviction of Executive by a court of competent jurisdiction for felony criminal conduct; (C) the willful engaging by Employee Executive in conduct fraud or dishonesty which is demonstrably and materially injurious to the CompanyCFB, monetarily or otherwise. For purposes hereof, no ; No act, or failure to act, on EmployeeExecutive's part shall be deemed "willful" unless donecommitted, or omitted to be done, by Employee not Executive in good bad faith and without reasonable belief that EmployeeExecutive's action act or omission failure to act was in the best interest of the CompanyCFB. Notwithstanding the foregoing, Employee Executive shall not be deemed to have been terminated for Misconduct Cause unless and until there CFB shall have been delivered to Employee Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee Executive and an opportunity for EmployeeExecutive, together with EmployeeExecutive's counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board Employee Board, Executive's conduct was guilty of conduct set forth above Cause and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month period after such Date date of Terminationtermination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay in lump sum in cash to Employee for cancellation within fifteen (15) days following the date of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum termination an amount in cash equal to the sum product of (i) Employee's average bonus paid by the value Company during the most recent two (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share2) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable years immediately prior to the Company date of termination, multiplied by (ii) three and Employee. The fair market value (D) Employee shall be determined based on the trading values of a comparable group of public companies considered as determined immediately and totally vested in any and all Options previously made to Employee by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Company or its subsidiaries. (ii) Notwithstanding the foregoing provisions of this Section 98, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation accrued through the Date of Termination. As used herein, "Misconduct" means (aA) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (bB) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no actotherwise (other than such conduct resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee for Good Reason), or failure to act, on (C) Employee's part conviction for the commission of a felony. Anything contained in this Agreement to the contrary notwithstanding, the Chief Executive Officer of the Company shall be deemed "willful" unless done, or omitted have the sole power and authority to be done, by terminate the employment of Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest on behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined Cause, in Section 9(c)(ii) below) the event of Employee's death or Disability, or if Employee's employment is terminated for Good Reason, then: (A) the Company shall pay in Employee immediately upon termination of Employee's employment a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount sum equal to three times the sum of the Base Compensation and last earned annual bonus (1provided, however, that if the Date of Termination (as defined below) occurs before a bonus amount has been determined for the first calendar year of Employee's Base Compensationemployment hereunder, (2) an the bonus amount equal to shall be the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17Target Bonus), 401(k), 401(m) or 415; (B) for the 36-month period after such the Date of TerminationTermination (as defined below), the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee no less favorable than the health plan benefits provided by Company (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependentsor any successor) during the such 36-month period following Employee's terminationto any senior executive officer of Company; provided, and any such benefits actually received by Employee shall be reported to the Company (further, to the extent the coverage and/or or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis; and provided, however, that such coverage shall cease if Employee obtains comparable replacement coverage (although Employee shall have no obligation to pursue such coverage); and (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectivelyall then outstanding Company stock-based awards of Employee, "Awards")whether under this Agreement, a lump sum amount Company stock plan or otherwise, shall become immediately exercisable and payable in cash equal full, as the case may be, with any performance goals associated therewith being deemed to have been achieved at the sum of the value maximum levels and all restrictions removed with respect thereto (including without limitation with respect to an option or any options that would otherwise vest in accordance with performance goals and any grants of restricted stock appreciation right, that shall have been granted prior to the "spread"Effective Date); and with respect (D) Company shall reimburse Employee for expenses incurred prior to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Termination. (ii) Notwithstanding the foregoing provisions of this Section 96, in the event Employee is terminated because of MisconductCause, the Company shall have no compensation obligations pursuant to this Agreement after the Date of TerminationTermination other than reimbursement of expenses incurred prior to such date. As used For purposes herein, "MisconductCause" means (aA) the willful and continued failure by Employee to substantially perform his reasonably assigned duties with the Company Company, (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (bB) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the CompanyCompany and its Subsidiaries taken as a whole, monetarily or otherwise. For purposes hereof, no act(C) Employee's having been convicted of, or entered a plea of nolo contendere to, burglary, larceny, murder or arson or a crime involving deceit, fraud, perjury or embezzlement, or (D) failure to act, on notify Company of any actual or apparent conflicts of interest relating to Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not management of personal investments in good faith and without reasonable belief that Employee's action or omission was in the best interest accordance with Section 3 of the Companythis Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A), (B) or (D) of the preceding sentence, (X) Company must provide Employee with reasonable notice detailing the failure or conduct which the Board believes to constitute Cause, (Y) Company must provide Employee a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, a majority of the Board must reasonably determine that Employee has not cured such failure or conduct. Notwithstanding the foregoing provisions, Employee shall not be deemed to have been terminated for Misconduct Cause unless and until there Employee shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and provided an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of person by the Board (with the assistance of Employee's counsel if Employee was guilty of conduct set forth above and specifying the particulars thereof in detailso desires).

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 12. However, in the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's ’s Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's ’s 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's ’s dependents) during the 36-month period following Employee's ’s termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "“whole" ” on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "“Awards"”), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "“spread"”; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's ’s stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 9, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "“Misconduct" ” means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's ’s part shall be deemed "“willful" ” unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's ’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's ’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided in Section 12. However, in delivered to Employee. (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), the following shall occur: (AI) the Company shall pay in a lump sum, in cash, to Employee, within subject to customary withholdings, not later than 15 calendar days of after the Date of Termination, an amount (x) a lump sum amount, in cash, equal to three times the product of (1) the sum of (1a) Employee's ’s Base Compensation, (2) an amount equal Compensation as in effect immediately prior to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, plus (b) the most recent annual bonus paid by the Company shall provide or arrange to provide Employee, multiplied by (2) the remaining portion of the Term, and (y) a lump amount, in cash, equal to the cost for Employee to obtain, for the period commencing on the Date of Termination and ending on the earlier to occur of (1) the date that is 18 months following the Date of Termination and (2) the fixed term date (if any), disability, accident, dental and health insurance benefits (“Welfare Benefits”) covering Employee (and, as applicable, Employee’s spouse and dependents) that are substantially similar to those that Employee (and Employee's dependents) with life, disability, accident ’s spouse and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice Date of Termination, with the Employee charged a monthly premium(s; and (II) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced notwithstanding any provision to the extent comparable benefits are actually received by Employee (and Employee's dependentscontrary in the plan(s) during the 36-month period following Employee's terminationgoverning such Long Term Incentives, and any such benefits actually received by Employee shall be reported become immediately and totally vested in any and all Long Term Incentives granted to Employee by Company prior to the Company (to the extent coverage and/or benefits received under a self-insured health plan Date of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); Termination. (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal Notwithstanding anything to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and contrary in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 9Agreement, in the event that Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any Base Compensation and General Benefits accrued and unpaid through the the Date of Termination. As used hereinFor the purposes of this Agreement, "the term “Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part ” shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.mean:

Discharge. (i) The Company may terminate this Agreement Employee’s employment in the event of Employee’s Misconduct or Disability (both as defined below) only upon written notice thereof delivered to Employee in accordance with Section 8(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined below), then, except as provided in Section 9(c)(ii8(k)(i) below) then: , (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the expiration of the revocation period for the Release (as defined below), but in no event later than the fifteenth (15th) day of the third month following the year in which the Date of TerminationTermination occurs, an amount equal to three times the sum product of (1x) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3y) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month expiration of the revocation period after such Date of Terminationfor the Release, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); provided, however, the welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s welfare plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-Company any such comparable welfare benefits; and provided, further, however, that for the avoidance of doubt, the COBRA continuation period shall run concurrently with the period set forth in this Clause (B). In addition to the aforementioned compensation and benefits, (C) the Company shall pay in lump sum in cash to Employee, within fifteen (15) days following the expiration of the revocation period for the Release, but in no event later than the fifteenth (15th) day of the third month period following the year in which the Date of Termination occurs, an amount equal to the product of (x) Employee's ’s average Bonus paid by the Company during the most recent two (2) years immediately prior to the date of termination, multiplied by (y) three and (D) Employee shall be considered as immediately and totally vested in any and all Awards previously granted to Employee by Company or its subsidiaries; provided, however, with respect to Awards that are deferred compensation subject to Code Section 409A, such accelerated vesting shall not cause an acceleration of a payment or result in a change in form of payment that would violate Code Section 409A. With respect to benefits set forth under Clause (B) above, all insurance premiums and/or benefits payments made by the Company with respect to such benefits shall be made so as to be exempt from Section 409A of the Code and, for purposes thereof, each such payment shall be treated as a separate payment under Section 409A of the Code. To the extent any such payments are not exempt from Section 409A of the Code (i.e., they constitute “nonqualified deferred compensation” subject to Section 409A of the Code), such payments shall be paid by the Company according to a fixed schedule consisting of monthly installment payments. If the Company’s pre-tax payment of the premiums for such benefits would cause the Executive to be taxed on the Company’s actual cost of providing such accident and group health insurance benefits because such benefits are “self-insured,” the Company will instead pay such premiums on an after-tax basis so the premium amounts are included in the Employee’s taxable income. With respect to any such benefits actually received by Employee that are taxable and not otherwise excluded from deferred compensation under Code Section 409A, any amount reimbursable and paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year, all reimbursements shall be reported paid no later than the end of the Executive’s taxable year following the tax year in which such expenses were incurred and the reimbursements under this Section cannot be substituted for any other benefit. The Company’s obligation to make the payments and provide the benefits described in this Section 8(c)(i) is conditioned expressly on Employee’s executing (and not revoking) a general release of any and all claims arising out of or relating to Employee’s employment and termination of employment in a form reasonably satisfactory to the Company (the “Release”). If Employee fails to execute a Release within forty-five (45) days following the extent coverage and/or benefits received under a self-insured health plan later of the Company (any successor or affiliatei) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, or (ii) the first date on Employee actually receives an execution copy of such Release (which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be delivered to Employee for cancellation of all outstanding stock-based awards then held by Employee on the no later than five (5) business days following Date of Termination (collectively, "Awards"Termination), a lump sum amount in cash equal to the sum of the value or if Employee revokes such Release within seven (with respect to an option or stock appreciation right7) days following execution, the "spread"; Employee shall forfeit all payments and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%benefits described hereunder. (ii) Notwithstanding the foregoing provisions of this Section 9, in In the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of TerminationTermination other than for payment of the Accrued Amounts, if any. As used herein, "“Misconduct" ” means (aA) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or and the Employee fails to cure such failure within ten (b10) days after receipt of such demand, (B) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, otherwise (other than such conduct resulting from Employee’s incapacity due to physical or failure to act, on Employee's part shall be deemed "willful" unless done, mental illness or omitted to be done, any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee not for Good Reason), (C) Employee’s conviction for the commission of a felony or (D) action by Employee toward the Company involving dishonesty. Anything contained in good faith this Agreement to the contrary notwithstanding, the Board shall have the sole power and without reasonable belief that Employee's action or omission was in authority to terminate the best interest employment of Employee on behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined Cause, in Section 9(c)(ii) below) the event of Employee's death or Disability, or if Employee's employment is terminated for Good Reason, then: (A) the Company shall pay in Employee immediately upon termination of Employee's employment a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount sum equal to three times the sum of (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415$2,500,000; (B) for the 36-month period after such the Date of TerminationTermination (as defined below), the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee no less favorable than the health plan benefits provided by the Company (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependentsor any successor) during the such 36-month period following Employee's terminationto any senior executive officer of the Company; provided, and any such benefits actually received by Employee shall be reported to the Company (further, to the extent the coverage and/or or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis; and provided, however, that such coverage shall cease if Employee obtains comparable replacement coverage (although Employee shall have no obligation to pursue such coverage); (C) the Performance Option shall become immediately vested and exercisable in full in accordance with Section 4 hereof; and (D) the remainder of the share grant listed in Section 4(c) hereof shall be payable in full provided that the number of shares to be paid to Employee or his estate, as the case may be, shall be determined by dividing the amount equal to the aggregate unpaid annual installments divided by the fair market value of a share on the Date of Termination, provided that in the event the share price is less than $22 on the Date of Termination, payment of the remaining share grant shall be in the form of cash; payment of the remaining share grant shall be made within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Termination. (ii) Notwithstanding the foregoing provisions of this Section 96, in the event Employee is terminated because of MisconductCause, the Company shall have no compensation obligations pursuant to this Agreement after the Date of TerminationTermination other than reimbursement of expenses incurred prior to such date. As used For purposes herein, "MisconductCause" means (aA) the willful and continued failure by Employee to substantially perform his reasonably assigned duties with the Company Company, (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (bB) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the CompanyCompany and its Subsidiaries taken as a whole, monetarily or otherwise. For purposes hereof, no act(C) Employee's having been convicted of, or entered a plea of nolo contendere to burglary, larceny, murder or arson or a crime involving deceit, fraud, perjury or embezzlement, or (D) failure to act, on notify the Company of any actual or apparent conflicts of interest relating to Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not management of personal investments in good faith and without reasonable belief that Employee's action or omission was in the best interest accordance with Section 3 of the Companythis Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A), (B) or (D) of the preceding sentence, (X) the Company must provide Employee with reasonable notice detailing the failure or conduct which the Board believes to constitute Cause, (Y) the Company must provide Employee a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, a majority of the Board must reasonably determine that Employee has not cured such failure or conduct. Notwithstanding the foregoing provisions, Employee shall not be deemed to have been terminated for Misconduct Cause unless and until there Employee shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and provided an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of person by the Board (with the assistance of Employee's counsel if Employee was guilty of conduct set forth above and specifying the particulars thereof in detailso desires).

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 12. However, in 7(b). (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), the following shall occur: (AI) the Company shall pay in a lump sum, in cash, to Employee, within 15 fifteen (15) days following the date of termination, (x) a lump sum amount, in cash equal to the product of (1) the sum of (a) Employee’s Base Compensation as in effect immediately prior to the Date of Termination, an amount plus (b) the highest annual bonus paid by the Company to Employee during the most recent two years immediately prior to the Date of Termination, multiplied by (2) the remaining portion of the Term (by way of example, if the Term of Employee’s employment expires 2 1/2 years after the Date of Termination, Employee’s Base Compensation should be multiplied by 2.5), and (y) a lump amount, in cash, equal to three times the sum cost for Employee to obtain, for the period commencing on the Date of Termination and ending on the earlier to occur of (1) Employee's Base Compensation, the date that is 18 months following the Date of Termination and (2) an amount equal to the highest incentive award paid or payableFebruary 28, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life2011, disability, accident and group health insurance benefits (“Welfare Benefits”) covering Employee (and, as applicable, Employee’s spouse and dependents) that are substantially similar to those which that Employee (and Employee's ’s spouse and dependents) were receiving immediately prior to the Notice Date of Termination, with the Employee charged a monthly premium(s; and (II) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced notwithstanding any provision to the extent comparable benefits are actually received by Employee (and Employee's dependentscontrary in the plan(s) during the 36-month period following Employee's terminationgoverning such Long Term Incentives, and any such benefits actually received by Employee shall be reported considered as immediately and totally vested in any and all Long Term Incentives previously granted to the Employee by Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); its subsidiaries. (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal Notwithstanding anything to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and contrary in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 9Agreement, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any Base Compensation and General Benefits accrued and unpaid through the Date of Termination. As used herein, "“Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.” means:

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)Remaining Term, 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to Employee’s termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee’s highest bonus paid by the Company during the most recent two (2) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject (D) Employee shall be considered as immediately and totally vested in any and all Options previously made to suit under Section 16(bEmployee by Company or its subsidiaries and (E) Employee will retain all portions of the Securities Exchange Act of 1934, if applicable, the Company shall offer signing bonus paid to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation accrued through the Date of Termination. As used herein, "“Misconduct" ” means (a) the willful and continued failure breach or habitual neglect by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure illness) after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered notice to Employee by the Boardand thirty days to cure, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, (c) the misappropriation or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest attempted misappropriation of a material business opportunity of the Company. Notwithstanding , including attempting to secure any personal profit in connection with entering into any transaction on behalf of the foregoingCompany, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy (d) the intentional misappropriation or attempted misappropriation of any of the Company’s funds or property; or (e) commission of a resolution duly adopted by felony or engaging in any other conduct involving fraud or dishonesty which is demonstrably injurious to the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detailCompany.

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided delivered to Employee in accordance with Section 12. However, in 7(b). (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), the following shall occur: (AI) the Company shall pay in a lump sum, in cash, to Employee, within subject to tax and other customary withholdings, not later than 15 days of after the Date of Termination, an amount (x) a lump sum amount, in cash, equal to three times the product of (1) the sum of (1a) Employee's ’s Base Compensation, (2) an amount equal Compensation as in effect immediately prior to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, plus (b) Employee’s highest bonus paid by the Company shall provide or arrange during the three years immediately prior to provide the Date of Termination, multiplied by (2) the remaining portion of the Term, (y) the remaining unpaid portion (if any) of the Retention Amount, and (z) a lump amount, in cash, equal to the cost for Employee to obtain, for the period commencing on the Date of Termination and ending on the earlier to occur of (1) the last day of the remaining portion of the Term and (2) the fixed term date (if any), disability, accident, dental and health insurance benefits (“Welfare Benefits”) covering Employee (and, as applicable, Employee’s spouse and dependents) that are substantially similar to those that Employee (and Employee's dependents) with life, disability, accident ’s spouse and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice Date of Termination, with the Employee charged a monthly premium(s; and (III) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced notwithstanding any provision to the extent comparable benefits are actually received by Employee (and Employee's dependentscontrary in the plan(s) during the 36-month period following Employee's terminationgoverning such Long Term Incentives, and any such benefits actually received by Employee shall be reported become immediately and totally vested in any and all Long Term Incentives granted to Employee by the Company prior to the Company (to the extent coverage and/or benefits received under a self-insured health plan Date of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); Termination. (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal Notwithstanding anything to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and contrary in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 9Agreement, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any Base Compensation and General Benefits accrued and unpaid through the Date of Termination. As used herein, "“Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.” means:

Discharge. (i) The Company may terminate this Agreement Employee’s employment only in the event of Employee’s Misconduct or Disability (both as defined below) upon written notice thereof delivered to Employee in accordance with Section 9(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1212 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month period after such Date date of Terminationtermination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); however, the welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay in lump sum in cash to Employee for cancellation within fifteen (15) days following the date of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum termination an amount in cash equal to the sum product of (i) Employee’s average Bonus paid by the value Company during the most recent two (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share2) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable years immediately prior to the Company date of termination, multiplied by (ii) three and Employee. The fair market value (D) Employee shall be determined based on the trading values of a comparable group of public companies considered as determined immediately and totally vested in any and all Options previously granted to Employee by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Company or its subsidiaries. (ii) Notwithstanding the foregoing provisions of this Section 9, in In the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation or Bonus accrued through the Date of Termination. As used herein, "“Misconduct" ” means (aA) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or and the Employee fails to cure such failure within ten (b10) days after receipt of such demand, (B) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, otherwise (other than such conduct resulting from Employee’s incapacity due to physical or failure to act, on Employee's part shall be deemed "willful" unless done, mental illness or omitted to be done, any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee not for Good Reason), (C) Employee’s conviction for the commission of a felony or (D) action by Employee toward the Company involving dishonesty. Anything contained in good faith this Agreement to the contrary notwithstanding, the Board shall have the sole power and without reasonable belief that Employee's action or omission was in authority to terminate the best interest employment of Employee on behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement Employee’s employment in the event of Employee’s Misconduct or Disability (both as defined below) only upon written notice thereof delivered to Employee in accordance with Section 8(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) ), then: , (A) the Company shall continue to pay Employee his Base Salary in effect as of the Date of Termination for a lump sum, in cash, to Employee, within 15 days period of [12] months following the Date of Termination, an amount equal to three times the sum of (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under in accordance with the Company's Incentive Compensation Plan during ’s standard payroll procedures; provided, however, that payment shall not begin until the current year expiration of the revocation period for the Release (as defined below) has lapsed, in which case all regularly scheduled salary payments that were delayed in accordance with the preceding clause shall be paid in the payroll period immediately following the expiration of such revocation period; and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for six months following the 36-month period after such Date of Termination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); provided, however, the benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-month period following Employee's termination, and Company any such comparable benefits; and provided, further, however, that for the avoidance of doubt, the COBRA continuation period shall run concurrently with the period set forth in this Clause (B). If the Company’s pre-tax payment of the premiums for such benefits actually received by would cause the Executive to be taxed on the Company’s actual cost of providing such accident and group health insurance benefits because such benefits are “self-insured,” the Company will instead pay such premiums on an after-tax basis so the premium amounts are included in the Employee’s taxable income. In addition to the aforementioned compensation and benefits, Employee shall be reported considered as immediately and totally vested in any and all Awards previously granted to Employee by Company or its subsidiaries. The Company’s obligation to make the payments and provide the benefits described in this Section 8(c)(i) is conditioned expressly on Employee’s executing (and not revoking) a general release of any and all claims arising out of or relating to Employee’s employment and termination of employment in a form reasonably satisfactory to the Company (the “Release”). If Employee fails to execute a Release within forty-five (45) days following the extent coverage and/or benefits received under a self-insured health plan later of the Company (any successor or affiliatei) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, or (ii) the first date on Employee actually receives an execution copy of such Release (which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be delivered to Employee for cancellation of all outstanding stock-based awards then held by Employee on the no later than five (5) business days following Date of Termination (collectively, "Awards"Termination), a lump sum amount in cash equal to the sum of the value or if Employee revokes such Release within seven (with respect to an option or stock appreciation right7) days following execution, the "spread"; Employee shall forfeit all payments and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%benefits described hereunder. (ii) Notwithstanding the foregoing provisions of this Section 9, in In the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of TerminationTermination other than for payment of the Accrued Amounts, if any. As used herein, "“Misconduct" ” means (aA) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or and the Employee fails to cure such failure within fifteen (b15) days after receipt of such demand, (B) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereofotherwise (other than such conduct resulting from Employee’s incapacity due to physical or mental illness or any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee for Good Reason), no act(C) Employee’s conviction for the commission of a felony, (D) action by Employee toward the Company involving dishonesty or (E) a failure to actfollow the Company’s policies and procedures regarding employment as constituting misconduct. Anything contained in this Agreement to the contrary notwithstanding, the Board shall have the sole power and authority to terminate the employment of Employee on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company CFB may terminate terminate, without any liability to Executive under this Agreement, this Agreement and EmployeeExecutive's employment by discharging Executive for any reason deemed sufficient by CFB if the Company upon notice as provided Date of Termination associated with such discharge occurs prior to a Change in Section 12Control. However, in In the event that Employeethis Agreement and Executive's employment is are terminated by discharge during the Term by the Company on or of this Agreement following a Change in Control and by CFB for any reason other than his Misconduct (Cause [as defined in Section 9(c)(ii7(c)(ii)] or Disability [as defined in Section 7(d)(I)], then, subject to Sections 7(c)(iii), 7(g) below) then: and 7(h): (A) the Company CFB shall pay in a lump sum, in cash, to EmployeeExecutive, within 15 days of the Date of Termination, an amount in cash equal to the greater of three million and no/100 dollars ($3,000,000.00) or three (3) times the sum of of: (1) Employeethe higher of (a) the Executive's annual Base CompensationCompensation as in effect immediately prior to the Notice of Termination, or (b) Executive's highest annual Base Compensation over the 24-month period preceding the Notice of Termination; and (2) an amount equal to the highest maximum annual incentive award paid or payable, as the case may be, payable Executive (without giving any effect to Employee any reduction that would constitute Good Reason under the CompanySection 7(a)(ii)(4) of this Agreement) under CFB's Annual Incentive Compensation Plan during the current (or any substitute or alternative plan) for such year and the three years prior to termination, in lieu of any other payment thereunder; and (3) an amount equal the average percentage of employer matching contributions to the amount CFB Retirement Savings Plan and Trust (as a percent of Compensation as defined in the Plan) and employer contributions that to the Company would have made CFB Employee Stock Ownership Plan and Trust on behalf of Employee under Executive for the Company's 401(k) three most recent Plan during Years ending immediately prior to the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; Date of Termination. (B) for the 36-month period after such Date of Termination, the Company CFB, at its cost, shall provide or arrange to provide Employee (Executive and EmployeeExecutive's dependents) dependents with life, disability, accident and group health insurance benefits substantially similar to those which Employee (Executive and EmployeeExecutive's dependents) dependents were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee Executive pursuant to this clause (BSection 7(c)(I)(B) shall be reduced to the extent comparable benefits are actually received by Employee (Executive and EmployeeExecutive's dependents) dependents during the 36-month period following EmployeeExecutive's terminationDate of Termination from another employer or employer's plan or program, and any such benefits actually received by Employee Executive and Executive's dependents shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); CFB; (C) in lieu of shares of restricted stock granted to Executive by CFB upon which the restricted period does not lapse upon Date of Termination, CFB shall pay to Executive within 30 days of the Date of Termination or, if later, a lump-sum cash payment equal to the first date greater of (1) the highest quoted per share sales price for common shares on which such payment would not subject Employee to suit under Section 16(b) of the Securities New York Stock Exchange Act of 1934, if applicable, during the Company shall offer to pay to Employee for cancellation of all outstanding stockten-based awards then held by Employee day period commencing on the Date of Termination (collectivelyor, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume of the common shares is highest), or (2) the fixed or formula price for the acquisition of common shares specified in an agreement in connection with any Change in Control; (D) in lieu of shares of common stock of CFB ("AwardsCommon Shares") issuable upon exercise of outstanding options ("Options"), if any, granted to Executive under a lump CFB Option Plan (which Options shall be canceled upon the making of the payment referred to below), within 15 days of the Date of Termination CFB shall pay to Executive a lump-sum amount in cash equal to the sum of product of: (1) the value (with respect to an option or stock appreciation rightexcess of, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where of an "incentive stock option" [as defined in Section 422A of the Company's stock Internal Revenue Code of 1986, as amended (the "Code")], the closing price of common shares as reported on the New York Stock Exchange on or nearest the Date of Termination (or, if not listed on such exchange, on a nationally recognized or quotation system on which trading volume in the common shares is not publicly tradedhighest) and, using a fair market value in the case of all other Options, the greater of (a) the highest quoted per share sales price for common shares on the New York Stock Exchange during the ten-day period commencing on the Date of Termination (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume of the common shares is highest), or (b) the fixed or formula price for the acquisition of common shares specified in an agreement in connection with any Change in Control, over the per share option price of each Option held by Executive (whether or not then fully exercisable); and (2) the number of common shares of CFB covered by each such Option; (E) for a period of 12 months following Date of Termination, CFB shall pay the expenses for such outplacement services as determined Executive may require, with such services to be performed by an independent third party agreeable agency CFB shall designate; (F) CFB shall pay to Executive all legal fees and expenses incurred by Executive as a result of termination of employment (including, but not limited to, all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the Company extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder); and (G) in the event any additional or new incentive compensation, deferred compensation or other type of bonus program is instituted by CFB ("New Incentive Program"), the maximum award payable to Executive under the New Incentive Program for such year in lieu of any other payment thereunder, assuming for purposes hereof that Executive had been employed for all of such year, that all performance objectives for such year had been met at the maximum levels and Employee. The fair market value shall be determined based on the trading values of that Executive had been entitled to a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%full award thereunder. (ii) Notwithstanding None of the foregoing provisions of this Section 9, obligations imposed on CFB by Sections 7(c) (I) (A) through (G) shall apply in the event Employee Executive is terminated because of Misconductdischarged for Cause, the Company shall have no compensation obligations pursuant to in which event this Agreement after shall terminate on the Date of TerminationTermination without further rights or obligations on the part of Executive or CFB under this Agreement. As used herein, "MisconductCause" means shall mean: (aA) the willful and continued failure by Employee to substantially perform his duties with the Company Executive (other than any such failure resulting from Employee(1) Executive's incapacity due to physical or mental illness or illness, (2) any such actual or anticipated failure after the issuance of a Notice of Termination by Employee Executive for Good Reason), Reason or (3) CFB's active or passive obstruction of the performance of Executive's duties and responsibilities) to perform substantially the duties and responsibilities of Executive's position with CFB after a written demand for substantial performance is delivered to Employee Executive by the Board, which demand specifically identifies the manner in which the Board believes that Employee Executive has not substantially performed his duties, the duties or responsibilities; (bB) the conviction of Executive by a court of competent jurisdiction for felony criminal conduct; (C) the willful engaging by Employee Executive in conduct fraud or dishonesty which is demonstrably and materially injurious to the CompanyCFB, monetarily or otherwise. For purposes hereof, no ; No act, or failure to act, on EmployeeExecutive's part shall be deemed "willful" unless donecommitted, or omitted to be done, by Employee not Executive in good bad faith and without reasonable belief that EmployeeExecutive's action act or omission failure to act was in the best interest of the CompanyCFB. Notwithstanding the foregoing, Employee Executive shall not be deemed to have been terminated for Misconduct Cause unless and until there CFB shall have been delivered to Employee Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee Executive and an opportunity for EmployeeExecutive, together with EmployeeExecutive's counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board Employee Board, Executive's conduct was guilty of conduct set forth above Cause and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)Remaining Term, 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to Employee’s termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee’s highest bonus paid by the Company during the most recent two (2) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject and (D) Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be considered as immediately and totally vested in any and all options previously made to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option Company or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%its subsidiaries. (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation accrued through the Date of Termination. As used herein, "“Misconduct" ” means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason)illness, after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, (c) the misappropriation or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest attempted misappropriation of a material business opportunity of the Company, including attempting to secure any personal profit in connection with entering into any transaction on behalf of the Company, (d) the intentional misappropriation or attempted misappropriation of any of the Company’s funds or property; or (e) commission of a felony or engaging in any other conduct involving fraud or dishonesty which is demonstrably injurious to the Company. Notwithstanding Anything contained in this Agreement to the foregoingcontrary notwithstanding, Employee shall not be deemed to have been terminated for Misconduct unless and until there the Chief Executive officer of the Company shall have been delivered the sole power and authority to terminate the employment of Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters on behalf of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detailCompany.

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided delivered to Employee in accordance with Section 12. However, in 7(b). (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), the following shall occur: (AI) the Company shall pay in a lump sum, in cash, to Employee, within subject to tax and other customary withholdings, not later than 15 days of after the Date of Termination, an amount (x) any Base Compensation and General Benefits accrued and unpaid as of the date of Employee’s death, (y) a lump sum amount, in cash, equal to three times the sum of (1) the product of (a) Employee's ’s Base CompensationCompensation as in effect immediately prior to the Date of Termination, multiplied by (b) the remaining portion of the Term, plus (2) an amount equal to Employee’s highest annual bonus actually paid by the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan Company during the current two year and period immediately preceding the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, and (z) a lump amount, in cash, equal to the Company shall provide or arrange cost for Employee to provide obtain, for the period commencing on the Date of Termination and ending on the earlier to occur of (1) the date that is 18 months following the Date of Termination and (2) the fixed term date (if any), life, disability, accident, dental and health insurance benefits (“Welfare Benefits”) covering Employee (and, as applicable, Employee’s spouse and dependents) that are substantially similar to those that Employee (and Employee's dependents) with life, disability, accident ’s spouse and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice Date of Termination, with the Employee charged a monthly premium(s; and (II) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced notwithstanding any provision to the extent comparable benefits are actually received by Employee (and Employee's dependentscontrary in the plan(s) during the 36-month period following Employee's terminationgoverning such Long Term Incentives, and any such benefits actually received by Employee shall be reported become immediately and totally vested in any and all Long Term Incentives granted to Employee by the Company prior to the Company (to the extent coverage and/or benefits received under a self-insured health plan Date of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); Termination. (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal Notwithstanding anything to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and contrary in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 9Agreement, in the event that Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the the Date of Termination other than the payment of any Base Compensation and General Benefits accrued and unpaid through the the Date of Termination. As used herein, "“Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.” means:

Discharge. (i) The Company CFB may terminate terminate, without any liability to Executive under this Agreement, this Agreement and EmployeeExecutive's employment by discharging Executive for any reason deemed sufficient by CFB if the Company upon notice as provided Date of Termination associated with such discharge occurs prior to a Change in Section 12Control. However, in In the event that Employeethis Agreement and Executive's employment is are terminated by discharge during the Term by the Company on or of this Agreement following a Change in Control and by CFB for any reason other than his Misconduct (Cause [as defined in Section 9(c)(ii7(c)(ii)] or Disability [as defined in Section 7(d)(I)], then, subject to Sections 7(c)(iii), 7(g) below) then: and 7(h): (A) the Company CFB shall pay in a lump sum, in cash, to EmployeeExecutive, within 15 days of the Date of Termination, an amount in cash equal to three two (2) times the sum of of: (1) Employeethe higher of (a) the Executive's annual Base CompensationCompensation as in effect immediately prior to the Notice of Termination, or (b) Executive's highest annual Base Compensation over the 24-month period preceding the Notice of Termination; and (2) an amount equal to the highest maximum annual incentive award paid or payable, as the case may be, payable Executive (without giving any effect to Employee any reduction that would constitute Good Reason under the CompanySection 7(a)(ii)(4) of this Agreement) under CFB's Annual Incentive Compensation Plan during the current (or any substitute or alternative plan) for such year and the three years prior to termination, in lieu of any other payment thereunder; and (3) an amount equal the average percentage of employer matching contributions to the amount CFB Retirement Savings Plan and Trust (as a percent of Compensation as defined in the Plan) and employer contributions that to the Company would have made CFB Employee Stock Ownership Plan and Trust on behalf of Employee under Executive for the Company's 401(k) three most recent Plan during Years ending immediately prior to the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; Date of Termination. (B) for the 3624-month period after such Date of Termination, the Company CFB, at its cost, shall provide or arrange to provide Employee (Executive and EmployeeExecutive's dependents) dependents with life, disability, accident and group health insurance benefits substantially similar to those which Employee (Executive and EmployeeExecutive's dependents) dependents were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee Executive pursuant to this clause (BSection 7(c)(I)(B) shall be reduced to the extent comparable benefits are actually received by Employee (Executive and EmployeeExecutive's dependents) dependents during the 3624-month period following EmployeeExecutive's terminationDate of Termination from another employer or employer's plan or program, and any such benefits actually received by Employee Executive and Executive's dependents shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); CFB; (C) in lieu of shares of restricted stock granted to Executive by CFB upon which the restricted period does not lapse upon Date of Termination, CFB shall pay to Executive within 30 days of the Date of Termination or, if later, a lump-sum cash payment equal to the first date greater of (1) the highest quoted per share sales price for common shares on which such payment would not subject Employee to suit under Section 16(b) of the Securities New York Stock Exchange Act of 1934, if applicable, during the Company shall offer to pay to Employee for cancellation of all outstanding stockten-based awards then held by Employee day period commencing on the Date of Termination (collectivelyor, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume of the common shares is highest), or (2) the fixed or formula price for the acquisition of common shares specified in an agreement in connection with any Change in Control; (D) in lieu of shares of common stock of CFB ("AwardsCommon Shares") issuable upon exercise of outstanding options ("Options"), if any, granted to Executive under a lump CFB Option Plan (which Options shall be canceled upon the making of the payment referred to below), within 15 days of the Date of Termination CFB shall pay to Executive a lump-sum amount in cash equal to the sum of product of: (1) the value (with respect to an option or stock appreciation rightexcess of, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where of an "incentive stock option" [as defined in Section 422A of the Company's stock Internal Revenue Code of 1986, as amended (the "Code")], the closing price of common shares as reported on the New York Stock Exchange on or nearest the Date of Termination (or, if not listed on such exchange, on a nationally recognized or quotation system on which trading volume in the common shares is not publicly tradedhighest) and, using a fair market value in the case of all other Options, the greater of (a) the highest quoted per share sales price for common shares on the New York Stock Exchange during the ten-day period commencing on the Date of Termination (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume of the common shares is highest), or (b) the fixed or formula price for the acquisition of common shares specified in an agreement in connection with any Change in Control, over the per share option price of each Option held by Executive (whether or not then fully exercisable); and (2) the number of common shares of CFB covered by each such Option; (E) for a period of 12 months following Date of Termination, CFB shall pay the expenses for such outplacement services as determined Executive may require, with such services to be performed by an independent third party agreeable agency CFB shall designate; (F) CFB shall pay to Executive all legal fees and expenses incurred by Executive as a result of termination of employment (including, but not limited to, all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the Company extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder); and (G) in the event any additional or new incentive compensation, deferred compensation or other type of bonus program is instituted by CFB ("New Incentive Program"), the maximum award payable to Executive under the New Incentive Program for such year in lieu of any other payment thereunder, assuming for purposes hereof that Executive had been employed for all of such year, that all performance objectives for such year had been met at the maximum levels and Employee. The fair market value shall be determined based on the trading values of that Executive had been entitled to a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%full award thereunder. (ii) Notwithstanding None of the foregoing provisions of this Section 9, obligations imposed on CFB by Sections 7(c) (I) (A) through (G) shall apply in the event Employee Executive is terminated because of Misconductdischarged for Cause, the Company shall have no compensation obligations pursuant to in which event this Agreement after shall terminate on the Date of TerminationTermination without further rights or obligations on the part of Executive or CFB under this Agreement. As used herein, "MisconductCause" means shall mean: (aA) the willful and continued failure by Employee to substantially perform his duties with the Company Executive (other than any such failure resulting from Employee(1) Executive's incapacity due to physical or mental illness or illness, (2) any such actual or anticipated failure after the issuance of a Notice of Termination by Employee Executive for Good Reason), Reason or (3) CFB's active or passive obstruction of the performance of Executive's duties and responsibilities) to perform substantially the duties and responsibilities of Executive's position with CFB after a written demand for substantial performance is delivered to Employee Executive by the Board, which demand specifically identifies the manner in which the Board believes that Employee Executive has not substantially performed his duties, the duties or responsibilities; (bB) the conviction of Executive by a court of competent jurisdiction for felony criminal conduct; (C) the willful engaging by Employee Executive in conduct fraud or dishonesty which is demonstrably and materially injurious to the CompanyCFB, monetarily or otherwise. For purposes hereof, no ; No act, or failure to act, on EmployeeExecutive's part shall be deemed "willful" unless donecommitted, or omitted to be done, by Employee not Executive in good bad faith and without reasonable belief that EmployeeExecutive's action act or omission failure to act was in the best interest of the CompanyCFB. Notwithstanding the foregoing, Employee Executive shall not be deemed to have been terminated for Misconduct Cause unless and until there CFB shall have been delivered to Employee Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee Executive and an opportunity for EmployeeExecutive, together with EmployeeExecutive's counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board Employee Board, Executive's conduct was guilty of conduct set forth above Cause and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement Employee’s employment in the event of Employee’s Misconduct or Disability (both as defined below) only upon written notice thereof delivered to Employee in accordance with Section 8(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined below), then, except as provided in Section 9(c)(ii8(j)(i) below) then: , (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the expiration of the revocation period for the Release (as defined below), but in no event later than the fifteenth (15th) day of the third month following the year in which the Date of TerminationTermination occurs, an amount equal to three times years of the sum of (1) then Base Compensation owed to Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for six months following the 36-month expiration of the revocation period after such Date of Terminationfor the Release, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); provided, however, the benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-month Company any such comparable benefits; and provided, further, however, that for the avoidance of doubt, the COBRA continuation period following Employee's terminationshall run concurrently with the period set forth in this Clause (B). In addition to the aforementioned compensation and benefits, Employee shall be considered as immediately and totally vested in any and all Awards previously granted to Employee by Company or its subsidiaries; provided, however, with respect to Awards that are deferred compensation subject to Code Section 409A, such accelerated vesting shall not cause an acceleration of a payment or result in a change in form of payment that would violate Code Section 409A. With respect to benefits set forth under Clause (B) above, all insurance premiums and/or benefits payments made by the Company with respect to such benefits shall be made so as to be exempt from Section 409A of the Code and, for purposes thereof, and either each such payment shall be treated as a separate payment under Section 409A of the Code, or such payments shall be treated as medical benefits under a separation pay plan, as described under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). To the extent any such payments are not exempt from Section 409A of the Code (i.e., they constitute “nonqualified deferred compensation” subject to Section 409A of the Code), such payments shall be paid by the Company according to a fixed schedule consisting of monthly installment payments. If the Company’s pre-tax payment of the premiums for such benefits would cause the Executive to be taxed on the Company’s actual cost of providing such accident and group health insurance benefits because such benefits are “self-insured,” the Company will instead pay such premiums on an after-tax basis so the premium amounts are included in the Employee’s taxable income. With respect to any such benefits actually received by Employee that are taxable and not otherwise excluded from deferred compensation under Code Section 409A, any amount reimbursable and paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year, all reimbursements shall be reported paid no later than the end of the Executive’s taxable year following the tax year in which such expenses were incurred and the reimbursements under this Section cannot be substituted for any other benefit. The Company’s obligation to make the payments and provide the benefits described in this Section 8(c)(i) is conditioned expressly on Employee’s executing (and not revoking) a general release of any and all claims arising out of or relating to Employee’s employment and termination of employment in a form reasonably satisfactory to the Company and the Employee (the “Release”). If Employee fails to execute a Release within forty-five (45) days following the extent coverage and/or benefits received under a self-insured health plan later of the Company (any successor or affiliatei) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, or (ii) the first date on Employee actually receives an execution copy of such Release (which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be delivered to Employee for cancellation of all outstanding stock-based awards then held by Employee on the no later than five (5) business days following Date of Termination (collectively, "Awards"Termination), a lump sum amount in cash equal to the sum of the value or if Employee revokes such Release within seven (with respect to an option or stock appreciation right7) days following execution, the "spread"; Employee shall forfeit all payments and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%benefits described hereunder. (ii) Notwithstanding the foregoing provisions of this Section 9, in In the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of TerminationTermination other than for payment of the Accrued Amounts, if any. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.“

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided in Section 12. However, in delivered to Employee. (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), the following shall occur: (A1) the Company shall pay in a lump sum, in cash, to Employee, within 15 days pro rata over the next 24 months in accordance with the Company’s customary pay periods and subject to customary withholdings, an amount equal to the product of (x) the sum of (I) Employee’s Base Compensation as in effect immediately prior to the Date of Termination, an amount equal to three times the sum of plus (1II) Employee's Base Compensation, (2) an amount equal to the highest incentive award single bonus paid or payable, as by the case may be, Company to Employee under in the Company's Incentive Compensation Plan during the current year and the three two fiscal years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, multiplied by (y) 2.0; (2) for 18 months, the Company Company, at its sole cost, shall provide (or arrange to provide provide) to Employee (and and, as applicable, Employee's ’s dependents) with lifedental, disability, accident and life insurance, and group health insurance benefits (including ExecuCare) (collectively, “Welfare Benefits”) substantially similar to those which that Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice Date of Termination; provided, with however, that the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits Welfare Benefits otherwise receivable by Employee pursuant to this clause (B2) shall be reduced to the extent comparable benefits Welfare Benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable Welfare Benefits; and (to the extent coverage and/or benefits received under a self-insured health plan of the Company (3) Employee shall become immediately and totally vested in any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay and all Long Term Incentives granted to Employee for cancellation of all outstanding stock-based awards then held by Employee on Company prior to the Date of Termination (collectivelywhich Long Term Incentives remain subject to, "Awards"and must thereafter be exercised in accordance with, any plans governing such Long Term Incentives), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (iiC) Notwithstanding anything to the foregoing provisions of contrary in this Section 9Agreement, in the event that Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation accrued through the the Date of Termination. As used hereinFor the purposes of this Agreement, "the term “Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part ” shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.mean:

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 12. However, in In the event that Employee's employment is terminated by the Company during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct Cause (as defined in Section 9(c)(iisubsection 7(c)(iii) below) ), then: , subject to Section 7(g): (A) beginning with the first day of the month on or following the Date of Termination and continuing until the earlier of Employee's death or the date this Agreement would otherwise have terminated had Employee's employment not terminated (the "Remaining Term"), but in no event less than two (2) years, the Company shall pay Employee in cash an amount equal to 1/12th of the Base Compensation, less the amount, if any, of (x) monthly base salary payable to Employee by another employer for services rendered by Employee that month or (y) monthly disability income paid to Employee pursuant to any Company-sponsored long-term disability plan; (B) if at the time of termination Employee has completed six (6) or more months of the then current fiscal year, Employee shall be entitled to a lump sumpro rata bonus, in cash, to Employee, within 15 days provided the criteria established by the Board for such bonus have been fully satisfied as of the Date of Termination; such bonus shall be paid within sixty (60) days following the date within which a bonus, an amount equal if any, is declared; no bonus shall be paid in the event of voluntary resignation or termination for Cause and nothing contained in this subsection 7(c)(i)(B) shall require the Board to three times the sum of declare a bonus; (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (BC) for the 36-month period after such Date of TerminationRemaining Term, the Company shall provide or arrange to provide Employee (and Employee's his eligible dependents, if any) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's his dependents) were receiving immediately prior to the Notice of Termination, with provided Employee pays the Employee charged a monthly premium(s) regular premium required of active employees for such coverage(s) that does not exceed coverage, (following the premium(s) charged expiration of the Remaining Term, Employee shall be eligible to an active employee for comparable coverage(spurchase health insurance benefits in accordance with applicable Federal law); benefits otherwise receivable by Employee pursuant to this clause (BC) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's or his dependents) during the 36-month period following Employee's terminationRemaining Term pursuant to a similar plan or program of another employer, and any such other benefits actually received by Employee shall must be reported to the Company; and (D) all stock options, warrants, rights and other Company (stock- related awards granted to the extent coverage and/or benefits received under a self-insured health plan of Employee by the Company (any successor or affiliatecollectively "Stock Awards") are taxable to Employeethat would otherwise have vested and become exercisable during the fiscal year in which Employee has terminated, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of become upon the Date of Termination orfully vested (nonforfeitable), all restrictions (except for restrictions required by law), if laterany, thereon shall lapse, all performance goals, if any, associated therewith shall be deemed met in full, and Employee shall be entitled to exercise any or all such Stock Awards in accordance with the first date on other terms of the stock option plan, stock incentive plan, stock issuance plan or similar plan (any and all such plans being hereinafter referred to collectively as the "Company Stock Option Plan") under which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Stock Awards were issued. (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of MisconductCause, the Company shall have no compensation obligations to Employee pursuant to this Agreement after the Date of Termination. As used herein, the term "MisconductCause" means (a) the willful and continued failure shall include termination by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.because of:

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month period after such Date date of Terminationtermination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay in lump sum in cash to Employee for cancellation within fifteen (15) days following the date of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum termination an amount in cash equal to the sum product of (i) Employee's average bonus paid by the value Company during the most recent two (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share2) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable years immediately prior to the Company date of termination, multiplied by (ii) three and Employee. The fair market value (D) Employee shall be determined based on the trading values of a comparable group of public companies considered as determined immediately and totally vested in any and all Options previously made to Employee by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Company or its subsidiaries. (ii) Notwithstanding the foregoing provisions of this Section 98, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation accrued through the Date of Termination. As used herein, "Misconduct" means (aA) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.of

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined Cause, in Section 9(c)(ii) below) the event of Employee's death or Disability, or if Employee's employment is terminated for Good Reason, then: (A) the Company shall pay in Employee immediately upon termination of Employee's employment a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount sum equal to three times the sum of (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415$2,500,000; (B) for the 36-month period after such the Date of TerminationTermination (as defined below), the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee no less favorable than the health plan benefits provided by the Company (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependentsor any successor) during the such 36-month period following Employee's terminationto any senior executive officer of the Company; provided, and any such benefits actually received by Employee shall be reported to the Company (further, to the extent the coverage and/or or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis; and provided, however, that such coverage shall cease if Employee obtains comparable replacement coverage (although Employee shall have no obligation to pursue such coverage); (C) the Performance Option shall become immediately vested and exercisable in full in accordance with Section 4 hereof; and (D) the remainder of the share grant listed in Section 4(c) hereof shall be payable in full provided that the number of shares to be paid to Employee or his estate, as the case may be, shall be determined by dividing the amount equal to the aggregate unpaid annual installments divided by the fair market value of a share on the Date of Termination, provided that in the event the share price is less than $22 on the Date of Termination, payment of the remaining share grant shall be in the form of cash; payment of the remaining share grant shall be made within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Termination. (ii) Notwithstanding the foregoing provisions of this Section 96, in the event Employee is terminated because of MisconductCause, the Company shall have no compensation obligations pursuant to this Agreement after the Date of TerminationTermination other than reimbursement of expenses incurred prior to such date. As used For purposes herein, "MisconductCause" means (aA) the willful and continued failure by Employee to substantially perform his reasonably assigned duties with the Company Company, (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (bB) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the CompanyCompany and its Subsidiares taken as a whole, monetarily or otherwise. For purposes hereof, no act(C) Employee's having been convicted of, or entered a plea of nolo contendere to burglary, larceny, murder or arson or a crime involving deceit, fraud, perjury or embezzlement, or (D) failure to act, on notify the Company of any actual or apparent conflicts of interest relating to Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not management of personal investments in good faith and without reasonable belief that Employee's action or omission was in the best interest accordance with Section 3 of the Companythis Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A), (B) or (D) of the preceding sentence, (X) the Company must provide Employee with reasonable notice detailing the failure or conduct which the Board believes to constitute Cause, (Y) the Company must provide Employee a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, a majority of the Board must reasonably determine that Employee has not cured such failure or conduct. Notwithstanding the foregoing provisions, Employee shall not be deemed to have been terminated for Misconduct Cause unless and until there Employee shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and provided an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of person by the Board (with the assistance of Employee's counsel if Employee was guilty of conduct set forth above and specifying the particulars thereof in detailso desires).

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 12. However, in the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's ’s Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's ’s 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's ’s dependents) during the 36-month period following Employee's ’s termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "“whole" ” on a net after tax basis, with such make whole payments to be made during the month of the related health care coverage); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "“Awards"”), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "“spread"”; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's ’s stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.; (ii) Notwithstanding the foregoing provisions of this Section 9, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "“Misconduct" ” means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's ’s part shall be deemed "“willful" ” unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's ’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's ’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided in Section 12. However, in delivered to Employee. (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), the following shall occur: (A1) the Company shall pay in a lump sum, in cash, to Employee, within subject to customary withholdings, (x) not later than 15 calendar days of after the Date of Termination, a lump sum amount, in cash, equal to the lesser of (I) $450,000 and (II) an amount (the “Termination Payment Amount”) equal to three times the product of (a) the sum of (1i) Employee's ’s Base Compensation, (2) an amount equal Compensation as in effect immediately prior to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, plus (ii) the most recent annual bonus paid by the Company to Employee, multiplied by (b) the remaining portion of the Term, and (y) on the first business day occurring after the date that is six months after the Date of Termination, a lump sum amount (if greater than zero), in cash, equal to (I) the Termination Payment Amount, minus (II) $450,000; (2) for the lesser of (x) 18 months and (y) the remaining portion of the Term, the Company, at its sole cost, shall provide (or arrange to provide provide) to Employee (and and, as applicable, Employee's ’s dependents) with lifedental, disability, accident and life insurance and group health insurance benefits (including ExecuCare) (collectively, “Welfare Benefits”) substantially similar to those which that Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice Date of Termination; provided, with however, that the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits Welfare Benefits otherwise receivable by Employee pursuant to this clause (B2) shall be reduced to the extent comparable benefits Welfare Benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable Welfare Benefits; and (to the extent coverage and/or benefits received under a self-insured health plan of the Company (3) Employee shall become immediately and totally vested in any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay and all Long Term Incentives granted to Employee for cancellation of all outstanding stock-based awards then held by Employee on Company prior to the Date of Termination (collectivelywhich Long Term Incentives remain subject to, "Awards"and must thereafter be exercised in accordance with, any plans governing such Long Term Incentives), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (iiC) Notwithstanding anything to the foregoing provisions of contrary in this Section 9Agreement, in the event that Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.of

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided in Section 12delivered to Employee. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: (A) ), then the Company (1) shall pay in a lump sum, sum in cash, cash to Employee, within 15 thirty (30) days of following the Date of Termination, an amount equal to three times the sum product of (1x) Employee's ’s Base CompensationCompensation as in effect immediately prior to the Date of Termination, multiplied by (y) the remaining portion of the Term, (2) an amount equal to for the highest incentive award paid or payableremaining portion of the Term, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)at its cost, 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide to Employee (and and, as applicable, Employee's ’s dependents) with life, } disability, accident and group health insurance benefits substantially similar to those which that Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice Date of Termination; provided, with however, that the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B2) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s welfare plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-month period following Employee's termination, and Company any such benefits actually received by comparable welfare benefits, (3) Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (considered as immediately and totally vested in any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay and all Long Term Incentives previously granted to Employee for cancellation of all outstanding stock-based awards then held by Company, and (4) Employee on will receive the Date of Termination (collectively, "Awards"Retention Amount in accordance with Section 4(c), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (iiB) Notwithstanding anything to the foregoing provisions of contrary in this Section 9Agreement, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation accrued through the Date of Termination. As used herein, "“Misconduct" ” means (a1) the any willful breach or habitual neglect of duty or Employee’s material and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness illness) after written notice to Employee which specifies the alleged breach, negligence or any such actual failure and thirty (30) days to cure; (2) the misappropriation or anticipated failure after the issuance attempted misappropriation of a Notice material business opportunity of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure including attempting to act, secure any personal profit in connection with entering into any transaction on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable written notice to Employee and an opportunity which specifies the alleged misappropriation or attempted misappropriation; (3) the intentional misappropriation or attempted misappropriation of any of the Company’s funds or property; or (4)(A) conviction of Employee for Employeea felony offense or (B) Employee engaging in conduct involving fraud or dishonesty; provided that, together with Employee's counsel, to be heard before in the Boardevent of (B), finding the Company will provide notice to the Employee that in specifies the good faith opinion of conduct and the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detailshall be provided thirty (30) days to respond to such notice.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by whatsoever, including in the Company event of Employee’s Misconduct or Disability (both as defined below), upon written notice as provided thereof delivered to Employee in accordance with Section 129(f) (in the case of a termination in the event of Employee’s Misconduct or Disability) and Section 12 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)three, 401(k), 401(m) or 415; (B) for three years following the 36-month period after such Date date of Terminationtermination, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); however, the welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the Date product of Termination or(i) Employee’s average Bonus paid by the Company during the most recent two (2) years immediately prior to the date of termination, if latermultiplied by (ii) three, and (D) Employee shall be considered as immediately and totally vested in any and all Options previously granted to Employee by the first date on which such payment would not subject Employee to suit under Section 16(bCompany or its subsidiaries. The group health benefits described in clause (B) of the Securities Exchange Act preceding sentence shall be provided through an arrangement that satisfies the requirements of 1934Sections 105 and 106 of the Internal Revenue Code of 1986, if applicableas amended (the “Code”), such that the benefits or reimbursements under such arrangement are not includible in Employee’s income. The Company may satisfy the requirement of the preceding sentence by providing such benefits through an arrangement that requires the Company shall offer to impute income to Employee, provided that the Company will pay a tax gross-up payment to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation rightsuch imputed income for each taxable year for which Employee has such imputed income, and such tax gross-up payment shall be made during the "spread"; and with respect month of January following each taxable year to restricted stock or phantom stock, which such imputed income relates (subject to the value requirements of an unrestricted shareSection 9(k) of all such Awardsthis Agreement). Notwithstanding the foregoing, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value the provision of the Awardbenefits described in clause (B) and of this Section 9(c)(i) cannot be provided in the case where manner described above without penalty, tax or other adverse impact on the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to then the Company and Employee. The fair market value Employee shall be determined based negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Company. (ii) Notwithstanding the foregoing provisions of this Section 9, in In the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination (as defined below) other than the payment of any unpaid Base Compensation or Bonus accrued through the Date of Termination. As used herein, "“Misconduct" ” means (aA) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or and Employee fails to cure such failure within ten (b10) days after receipt of such demand, (B) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, otherwise (other than such conduct resulting from Employee’s incapacity due to physical or failure to act, on Employee's part shall be deemed "willful" unless done, mental illness or omitted to be done, any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee not for Good Reason), (C) Employee’s conviction for the commission of a felony or (D) action by Employee toward the Company involving dishonesty. Anything contained in good faith this Agreement to the contrary notwithstanding, the Board shall have the sole power and without reasonable belief that Employee's action or omission was in authority to terminate the best interest employment of Employee on behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days of following the Date of TerminationTermination(as defined herein), an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount number of contributions that years in the Company would have made on behalf of Employee under the Company's 401(kRemaining Term (for this purpose, treating any partial year as a full year) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days of following the Date of Termination oran amount equal to the product of (i) Employee's highest bonus paid by the Company during the most recent ten (10) years immediately prior to the Date of Termination, if latermultiplied by (ii) the number of years in the Remaining Term (for this purpose, the first date on which such payment would not subject treating any partial year as a full year), (D) Employee shall be considered as immediately and totally vested in any and all Options previously made to suit under Section 16(bEmployee by Company or its subsidiaries, and (E) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on within fifteen (15) days the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%sums due under Section 8.5. (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (Termination other than the payment of any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after unpaid Base Compensation accrued through the issuance of a Notice Date of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.payments due under Section

Discharge. (i) The Company may terminate this Agreement Employee’s employment in the event of Employee’s Misconduct or Disability (both as defined below) only upon written notice thereof delivered to Employee in accordance with Section 8(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined below), then, except as provided in Section 9(c)(ii8(j)(i) below) then: , (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the expiration of the revocation period for the Release (as defined below), but in no event later than the fifteenth (15th) day of the third month following the year in which the Date of TerminationTermination occurs, an amount equal to three times years of the sum of (1) then Employee Base Compensation owed to Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for six months following the 36-month expiration of the revocation period after such Date of Terminationfor the Release, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); provided, however, the benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-month Company any such comparable benefits; and provided, further, however, that for the avoidance of doubt, the COBRA continuation period following Employee's terminationshall run concurrently with the period set forth in this Clause (B). In addition to the aforementioned compensation and benefits, Employee shall be considered as immediately and totally vested in any and all Awards previously granted to Employee by Company or its subsidiaries; provided, however, with respect to Awards that are deferred compensation subject to Code Section 409A, such accelerated vesting shall not cause an acceleration of a payment or result in a change in form of payment that would violate Code Section 409A. With respect to benefits set forth under Clause (B) above, all insurance premiums and/or benefits payments made by the Company with respect to such benefits shall be made so as to be exempt from Section 409A of the Code and, for purposes thereof, and either each such payment shall be treated as a separate payment under Section 409A of the Code, or such payments shall be treated as medical benefits under a separation pay plan, as described under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). To the extent any such payments are not exempt from Section 409A of the Code (i.e., they constitute “nonqualified deferred compensation” subject to Section 409A of the Code), such payments shall be paid by the Company according to a fixed schedule consisting of monthly installment payments. If the Company’s pre-tax payment of the premiums for such benefits would cause the Executive to be taxed on the Company’s actual cost of providing such accident and group health insurance benefits because such benefits are “self-insured,” the Company will instead pay such premiums on an after-tax basis so the premium amounts are included in the Employee’s taxable income. With respect to any such benefits actually received by Employee that are taxable and not otherwise excluded from deferred compensation under Code Section 409A, any amount reimbursable and paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year, all reimbursements shall be reported paid no later than the end of the Executive’s taxable year following the tax year in which such expenses were incurred and the reimbursements under this Section cannot be substituted for any other benefit. The Company’s obligation to make the payments and provide the benefits described in this Section 8(c)(i) is conditioned expressly on Employee’s executing (and not revoking) a general release of any and all claims arising out of or relating to Employee’s employment and termination of employment in a form reasonably satisfactory to the Company and the Employee (the “Release”). If Employee fails to execute a Release within forty-five (45) days following the extent coverage and/or benefits received under a self-insured health plan later of the Company (any successor or affiliatei) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, or (ii) the first date on Employee actually receives an execution copy of such Release (which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be delivered to Employee for cancellation of all outstanding stock-based awards then held by Employee on the no later than five (5) business days following Date of Termination (collectively, "Awards"Termination), a lump sum amount in cash equal to the sum of the value or if Employee revokes such Release within seven (with respect to an option or stock appreciation right7) days following execution, the "spread"; Employee shall forfeit all payments and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%benefits described hereunder. (ii) Notwithstanding the foregoing provisions of this Section 9, in In the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of TerminationTermination other than for payment of the Accrued Amounts, if any. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.“

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided delivered to Employee in accordance with Section 12. However, in 7(b). (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), the following shall occur: (A1) the Company shall pay in a lump sum, in cash, to Employee, within subject to tax and other customary withholdings, not later than 15 days of after the Date of Termination, an amount (x) a lump sum amount, in cash, equal to three times the sum of (1a) the product of (i) Employee's ’s Base Compensation, (2) an amount equal Compensation as in effect immediately prior to the highest incentive award paid or payableDate of Termination, as multiplied by (ii) the case may beremaining portion of the Initial Term (or, to Employee under if the Company's Incentive Compensation Plan during the current year and the three years Initial Term was renewed prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange Term), plus (b) the most recent annual bonus paid to provide Employee by the Company, plus (c) $1,500,000 (in respect of foregone consulting fees), and Employee's dependents(y) with lifea lump amount, in cash, equal to the cost for Employee to obtain, for the period commencing on the Date of Termination and ending on the earlier to occur of (1) the date that is 18 months following the Date of Termination and (2) the last day of the Initial Term (or, if the Initial Term was renewed prior to the Date of Termination, the Term), disability, accident accident, dental and group health insurance benefits (“Welfare Benefits”) covering Employee (and, as applicable, Employee’s spouse and dependents) that are substantially similar to those which that Employee (and Employee's ’s spouse and dependents) were receiving immediately prior to the Notice Date of Termination, with the Employee charged a monthly premium(s; and (3) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced Notwithstanding any provision to the extent comparable benefits are actually received by Employee (and Employee's dependentscontrary in the plan(s) during the 36-month period following Employee's terminationgoverning such Long Term Incentives, and any such benefits actually received by Employee shall be reported become immediately and totally vested in any and all Long Term Incentives granted to the Employee by Company (prior to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would that have not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount previously vested in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%full. (iiC) Notwithstanding anything to the foregoing provisions of contrary in this Section 9Agreement, in the event that Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the the Date of Termination other than the payment of any Base Compensation and General Benefits accrued and unpaid through the Date of Termination. As used herein, "“Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.” means:

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)Remaining Term, 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay in lump sum in cash to Employee for cancellation within fifteen (15) days following the date of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum termination an amount in cash equal to the sum product of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted sharei) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the CompanyEmployee's stock is not publicly traded, using a fair market value on the Date of Termination as determined highest bonus paid by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.during the (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation accrued through the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose otherwise (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.other

Discharge. (i) The Company may terminate this Agreement Employee’s employment in the event of Employee’s Misconduct or Disability (both as defined below) only upon written notice thereof delivered to Employee in accordance with Section 8(f) and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined below), then, except as provided in Section 9(c)(ii8(j)(i) below) then: , (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the expiration of the revocation period for the Release (as defined below), but in no event later than the fifteenth (15th) day of the third month following the year in which the Date of TerminationTermination occurs, an amount equal to three times the sum greater of (1i) Employee's one year of the then Employee Base Compensation, Compensation as of the Termination Date and (2ii) an amount equal to the highest incentive award paid or payable, as the case may be, remaining Employee Base Compensation owed to Employee under the Company's Incentive Compensation Plan during the current year balance of the Term, and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for six months following the 36-month expiration of the revocation period after such Date of Terminationfor the Release, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(sEmployee’s termination (if any); provided, however, the benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and and/or Employee's ’s dependents) during such period under any other employer’s plan(s) or program(s), with Employee being obligated to promptly disclose to the 36-month Company any such comparable benefits; and provided, further, however, that for the avoidance of doubt, the COBRA continuation period following Employee's terminationshall run concurrently with the period set forth in this Clause (B). In addition to the aforementioned compensation and benefits, Employee shall be considered as immediately and totally vested in any and all Awards previously granted to Employee by Company or its subsidiaries; provided, however, with respect to Awards that are deferred compensation subject to Code Section 409A, such accelerated vesting shall not cause an acceleration of a payment or result in a change in form of payment that would violate Code Section 409A. With respect to benefits set forth under Clause (B) above, all insurance premiums and/or benefits payments made by the Company with respect to such benefits shall be made so as to be exempt from Section 409A of the Code and, for purposes thereof, and either each such payment shall be treated as a separate payment under Section 409A of the Code, or such payments shall be treated as medical benefits under a separation pay plan, as described under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). To the extent any such payments are not exempt from Section 409A of the Code (i.e., they constitute “nonqualified deferred compensation” subject to Section 409A of the Code), such payments shall be paid by the Company according to a fixed schedule consisting of monthly installment payments. If the Company’s pre-tax payment of the premiums for such benefits would cause the Executive to be taxed on the Company’s actual cost of providing such accident and group health insurance benefits because such benefits are “self-insured,” the Company will instead pay such premiums on an after-tax basis so the premium amounts are included in the Employee’s taxable income. With respect to any such benefits actually received by Employee that are taxable and not otherwise excluded from deferred compensation under Code Section 409A, any amount reimbursable and paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year, all reimbursements shall be reported paid no later than the end of the Executive’s taxable year following the tax year in which such expenses were incurred and the reimbursements under this Section cannot be substituted for any other benefit. The Company’s obligation to make the payments and provide the benefits described in this Section 8(c)(i) is conditioned expressly on Employee’s executing (and not revoking) a general release of any and all claims arising out of or relating to Employee’s employment and termination of employment in a form reasonably satisfactory to the Company (the “Release”). If Employee fails to execute a Release within forty-five (45) days following the extent coverage and/or benefits received under a self-insured health plan later of the Company (any successor or affiliatei) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, or (ii) the first date on Employee actually receives an execution copy of such Release (which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be delivered to Employee for cancellation of all outstanding stock-based awards then held by Employee on the no later than five (5) business days following Date of Termination (collectively, "Awards"Termination), a lump sum amount in cash equal to the sum of the value or if Employee revokes such Release within seven (with respect to an option or stock appreciation right7) days following execution, the "spread"; Employee shall forfeit all payments and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%benefits described hereunder. (ii) Notwithstanding the foregoing provisions of this Section 9, in In the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of TerminationTermination other than for payment of the Accrued Amounts, if any. As used herein, "“Misconduct" ” means (aA) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or and the Employee fails to cure such failure within fifteen (b15) days after receipt of such demand, (B) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, otherwise (other than such conduct resulting from Employee’s incapacity due to physical or failure to act, on Employee's part shall be deemed "willful" unless done, mental illness or omitted to be done, any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee not for Good Reason), (C) Employee’s conviction for the commission of a felony or (D) action by Employee toward the Company involving dishonesty. Anything contained in good faith this Agreement to the contrary notwithstanding, the Board shall have the sole power and without reasonable belief that Employee's action or omission was in authority to terminate the best interest employment of Employee on behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided delivered to Employee in accordance with Section 12. However, in 7(b). (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), the following shall occur: (AI) the Company shall pay in a lump sum, in cash, to Employee, within subject to tax and other customary withholdings, not later than 15 days of after the Date of Termination, an amount (x) a lump amount, in cash, equal to three times the product of (1) the sum of (1a) Employee's ’s Base Compensation, (2) an amount equal Compensation as in effect immediately prior to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, plus (b) Employee’s highest bonus paid by the Company shall provide or arrange during the two years immediately prior to provide the Date of Termination, multiplied by (2) the remaining portion of the Term, and (y) a lump amount, in cash, equal to the cost for Employee to obtain, for the period commencing on the Date of Termination and ending on the earlier to occur of (1) the date that is 18 months following the Date of Termination and (2) the fixed term date (if any), disability, accident, dental and health insurance benefits (“Welfare Benefits”) covering Employee (and, as applicable, Employee’s spouse and dependents) that are substantially similar to those that Employee (and Employee's dependents) with life, disability, accident ’s spouse and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice Date of Termination, with the Employee charged a monthly premium(s; and (II) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced notwithstanding any provision to the extent comparable benefits are actually received by Employee (and Employee's dependentscontrary in the plan(s) during the 36-month period following Employee's terminationgoverning such Long Term Incentives, and any such benefits actually received by Employee shall be reported become immediately and totally vested in any and all Long Term Incentives granted to Employee by the Company prior to the Company (to the extent coverage and/or benefits received under a self-insured health plan Date of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); Termination. (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal Notwithstanding anything to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and contrary in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 9Agreement, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.of

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. In the event of such termination prior to a Change in Control, the Company shall have no obligations to Employee with respect to this Agreement other than the payment of any Base Compensation and vacation pay which had accrued hereunder at the date of Employee's termination. However, in the event that Employee's employment is terminated during the Term by the Company on or within two years following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii7(c)(ii) below) then: , subject to Sections 7(g) and (h): (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 days of the Date of Termination, an amount equal to three two times the sum of (1) Employee's Base Compensation, Compensation and (2) an amount equal to the highest maximum incentive award paid or payable, as the case may be, payable to Employee under the Company's Annual Incentive Compensation Plan during for such year in lieu of any payment thereunder, assuming for purposes hereof that all performance objectives for such year had been met at the current year maximum level and the three years prior that Employee is entitled to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415a full award thereunder; (B) for the 3624-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such the coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by PROVIDED, HOWEVER, the Company shall pay Employee pursuant each month during such period of continued coverage an amount that, on a net after-tax basis to this clause (B) shall be reduced Employee, is equal to the extent comparable benefits are actually received by monthly premium charged Employee (for such coverage and Employee's dependents) during the 36-month period following Employee's termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination orPROVIDED, if laterHOWEVER, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held benefits otherwise receivable by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 9, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.clause

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined Cause, in Section 9(c)(ii) below) the event of Employee's death or Disability, or if Employee's employment is terminated for Good Reason, then: (A) the Company shall pay in Employee immediately upon termination of Employee's employment a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount sum equal to three times the sum of (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415$2,500,000; (B) for the 36-month period after such the Date of TerminationTermination (as defined below), the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee no less favorable than the health plan benefits provided by Company (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependentsor any successor) during the such 36-month period following Employee's terminationto any senior executive officer of Company; provided, and any such benefits actually received by Employee shall be reported to the Company (further, to the extent the coverage and/or or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis; and provided, however, that such coverage shall cease if Employee obtains comparable replacement coverage (although Employee shall have no obligation to pursue such coverage); (C) on the Date of Termination all then outstanding Company stock-based awards of Employee, whether under this Agreement, a Company stock plan or otherwise, shall become immediately exercisable and payable in full, as the case may be, with any performance goals associated therewith being deemed to have been achieved at the maximum levels and all restrictions removed with respect thereto (including without limitation with respect to any options that would otherwise vest in accordance with performance goals and any grants of restricted stock that shall have been granted prior to the Effective Date); (D) the remainder of the share grant listed in Section 4(c) of the Original Agreement shall be payable in full provided that the number of shares to be paid to Employee or his estate, as the case may be, shall be determined by dividing the amount equal to the aggregate unpaid annual installments divided by the fair market value of a share on the Date of Termination, provided that if the fair market value of a share on the Date of Termination is less than the amount equal to the product of $22 and the Plains Price Adjustment Factor as defined in the Employee Matters Agreement, payment of the remaining share grant shall be in the form of cash; payment of the remaining share grant shall be made within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(bTermination; and (E) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to reimburse Employee for cancellation of all outstanding stock-based awards then held by Employee on expenses incurred prior to the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Termination. (ii) Notwithstanding the foregoing provisions of this Section 96, in the event Employee is terminated because of MisconductCause, the Company shall have no compensation obligations pursuant to this Agreement after the Date of TerminationTermination other than reimbursement of expenses incurred prior to such date. As used For purposes herein, "MisconductCause" means (aA) the willful and continued failure by Employee to substantially perform his reasonably assigned duties with the Company Company, (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (bB) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the CompanyCompany and its Subsidiaries taken as a whole, monetarily or otherwise. For purposes hereof, no act(C) Employee's having been convicted of, or entered a plea of nolo contendere to, burglary, larceny, murder or arson or a crime involving deceit, fraud, perjury or embezzlement, or (D) failure to act, on notify Company of any actual or apparent conflicts of interest relating to Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not management of personal investments in good faith and without reasonable belief that Employee's action or omission was in the best interest accordance with Section 3 of the Companythis Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A), (B) or (D) of the preceding sentence, (X) Company must provide Employee with reasonable notice detailing the failure or conduct which the Board believes to constitute Cause, (Y) Company must provide Employee a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, a majority of the Board must reasonably determine that Employee has not cured such failure or conduct. Notwithstanding the foregoing provisions, Employee shall not be deemed to have been terminated for Misconduct Cause unless and until there Employee shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and provided an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of person by the Board (with the assistance of Employee's counsel if Employee was guilty of conduct set forth above and specifying the particulars thereof in detailso desires).

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days following the date of the Date of Terminationtermination, an amount equal to three times the sum product of (1i) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee's termination, multiplied by (3ii) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17)Remaining Term, 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to Employee's termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's dependents) during the 36-month such period following Employeeunder any other employer's terminationwelfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days following the date of termination an amount equal to the product of (i) Employee's highest bonus paid by the Company during the most recent three (3) years immediately prior to the Date of Termination orTermination, if latermultiplied by (ii) the Remaining Term, the first date on which such payment would not subject and (D) Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay be considered as immediately and totally vested in any and all Options previously made to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option Company or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%its subsidiaries. (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination other than the payment of any unpaid Base Compensation accrued through the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no actotherwise (other than such conduct resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee for Good Reason), or failure to act, on (c) Employee's part conviction for the commission of a felony. Anything contained in this Agreement to the contrary notwithstanding, the Chief Executive officer of the Company shall be deemed "willful" unless done, or omitted have the sole power and authority to be done, by terminate the employment of Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest on behalf of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined Cause, in Section 9(c)(ii) below) the event of Employee's death or Disability, or if Employee's employment is terminated for Good Reason, then: (A) the Company shall pay in Employee immediately upon termination of Employee's employment a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount sum equal to three two times the sum of the Base Compensation and last earned annual bonus (1provided, however, that if the Date of Termination (as defined below) occurs before a bonus amount has been determined for the first calendar year of Employee's Base Compensationemployment hereunder, (2) an the bonus amount equal to shall be the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17Target Bonus), 401(k), 401(m) or 415; (B) for the 36-month period after such the Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee no less favorable than the health plan benefits provided by Company (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependentsor any successor) during the such 36-month period following Employee's terminationto any senior executive officer of Company; provided, and any such benefits actually received by Employee shall be reported to the Company (further, to the extent the coverage and/or or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis; and provided, however, that such coverage shall cease if Employee obtains comparable replacement coverage (although Employee shall have no obligation to pursue such coverage); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectivelyall then outstanding Company stock-based awards of Employee, "Awards")whether under this Agreement, a lump sum amount Company stock plan or otherwise, shall become immediately exercisable and payable in cash equal full, as the case may be, with any performance goals associated therewith being deemed to have been achieved at the sum of the value maximum levels and all restrictions removed with respect thereto (including without limitation with respect to an option or any options that would otherwise vest in accordance with performance goals and any grants of restricted stock appreciation right, that shall have been granted prior to the "spread"Effective Date); and with respect (D) Company shall reimburse Employee for expenses incurred prior to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%Termination. (ii) Notwithstanding the foregoing provisions of this Section 96, in the event Employee is terminated because of MisconductCause, the Company shall have no compensation obligations pursuant to this Agreement after the Date of TerminationTermination other than reimbursement of expenses incurred prior to such date. As used For purposes herein, "MisconductCause" means (aA) the willful and continued failure by Employee to substantially perform his reasonably assigned duties with the Company Company, (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (bB) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the CompanyCompany and its Subsidiaries taken as a whole, monetarily or otherwise. For purposes hereof, no act(C) Employee's having been convicted of, or entered a plea of nolo contendere to burglary, larceny, murder or arson or a crime involving deceit, fraud, perjury or embezzlement, or (D) failure to act, on notify Company of any actual or apparent conflicts of interest relating to Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not management of personal investments in good faith and without reasonable belief that Employee's action or omission was in the best interest accordance with Section 3 of the Companythis Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A), (B) or (D) of the preceding sentence, (X) Company must provide Employee with reasonable notice detailing the failure or conduct which the Board believes to constitute Cause, (Y) Company must provide Employee a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, a majority of the Board must reasonably determine that Employee has not cured such failure or conduct. Notwithstanding the foregoing provisions, Employee shall not be deemed to have been terminated for Misconduct Cause unless and until there Employee shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and provided an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of person by the Board (with the assistance of Employee's counsel if Employee was guilty of conduct set forth above and specifying the particulars thereof in detailso desires).

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 12. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii) below) then: (A) the Company shall pay in a lump sum, in cash, to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) Employee's Base Compensation, (2) an amount equal to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependents) during the 36-month period following Employee's termination, and any such benefits actually received by Employee shall be reported to the Company (to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 9, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (i) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided thereof delivered to Employee in accordance with Section 1211 hereof. However, in In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), then (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 fifteen (15) days of following the Date of TerminationTermination(as defined herein), an amount equal to three times the sum product of (1i) Employee's ’s Base Compensation, (2) an amount equal to the highest incentive award paid or payable, Compensation as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years in effect immediately prior to Employee’s termination, multiplied by (3ii) an amount equal to the amount number of contributions that years in the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior Remaining Term (for this purpose, treating any partial year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17as a full year), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of TerminationRemaining Term, the Company Company, at its cost, shall provide or arrange to provide Employee (and and, as applicable, Employee's ’s dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's ’s dependents) were receiving immediately prior to Employee’s termination; however, the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); welfare benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s) , and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employeeaforementioned compensation and benefits, the Company shall make pay in lump sum in cash to Employee "whole" on a net after tax basis); within fifteen (C15) within 30 days of following the Date of Termination oran amount equal to the product of (i) Employee’s highest bonus paid by the Company during the most recent three (3) years immediately prior to the Date of Termination, if latermultiplied by (ii) the number of years in the Remaining Term (for this purpose, treating any partial year as a full year), (D) Employee shall be considered as immediately and totally vested in any and all Long Term Incentives previously made to Employee by Company or its subsidiaries, and (E) Employee shall be entitled to the first date on which such payment would not subject Employee to suit payments and benefits due under Section 16(b) of the Securities Exchange Act of 19348.1, if applicable, and the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on within fifteen (15) days the Date of Termination sums due under Section 8.1 (collectively, "Awards"i), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of TerminationTermination other than the payment of any unpaid Base Compensation accrued through the Date of Termination and payments due under Section 8.1 (i). As used herein, "“Misconduct" ” means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his dutiesduties and allows such 30 days for Employee to effect any potential cure, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no actotherwise (other than such conduct resulting from Employee’s incapacity due to physical or mental illness and other than any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee for Good Reason), or failure to act(c) Employee’s conviction for the commission of a felony. A finding of Misconduct shall only be made by unanimous approval, on excluding Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at after a meeting of the Board called and held for such purpose upon thirty (after reasonable 30) days notice to Employee and an opportunity for Employee, together and at which Employee is entitled to appear with Employee's counsel, to counsel and be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detailheard.

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided in Section 12. However, in delivered to Employee. (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), the following shall occur: (A1) the Company shall pay in a lump sum, in cash, to Employee, within subject to customary withholdings, (x) not later than 15 calendar days of after the Date of Termination, a lump sum amount, in cash, equal to the lesser of (I) $450,000 and (II) an amount (the “Termination Payment Amount”) equal to three times the product of (a) the sum of (1i) Employee's ’s Base Compensation, (2) an amount equal Compensation as in effect immediately prior to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, plus (ii) the most recent annual bonus paid by the Company to Employee, multiplied by (b) 2.0, and (y) on the first business day occurring after the date that is six months after the Date of Termination, a lump sum amount (if greater than zero), in cash, equal to (I) the Termination Payment Amount, minus (II) $450,000; (2) for the lesser of (x) 24 months and (y) the remaining portion of the Term, the Company, at its sole cost, shall provide or arrange to provide to Employee (and and, as applicable, Employee's ’s dependents) with lifedental, disability, accident and life insurance and group health insurance benefits (including ExecuCare) (collectively, “Welfare Benefits”) substantially similar to those which that Employee (and Employee's ’s dependents) were receiving immediately prior to the Notice Date of Termination; provided, with however, that the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits Welfare Benefits otherwise receivable by Employee pursuant to this clause (B2) shall be reduced to the extent comparable benefits Welfare Benefits are actually received by Employee (and and/or Employee's ’s dependents) during the 36-month such period following Employee's terminationunder any other employer’s welfare plan(s) or program(s), and any such benefits actually received by with Employee shall be reported being obligated to promptly disclose to the Company any such comparable Welfare Benefits; and (to the extent coverage and/or benefits received under a self-insured health plan of the Company (3) Employee shall become immediately and totally vested in any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay and all Long Term Incentives granted to Employee for cancellation of all outstanding stock-based awards then held by Employee on Company prior to the Date of Termination (collectivelywhich Long Term Incentives remain subject to, "Awards"and must thereafter be exercised in accordance with, any plans governing such Long Term Incentives), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (iiC) Notwithstanding anything to the foregoing provisions of contrary in this Section 9Agreement, in the event that Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the the Date of Termination other than the payment of any unpaid Base Compensation accrued through the the Date of Termination. As used hereinFor the purposes of this Agreement, "the term “Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part ” shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.mean:

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided delivered to Employee in accordance with Section 12. However, in 7(b). (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), the following shall occur: (AI) the Company shall pay in a lump sum, in cash, to Employee, within subject to tax and other customary withholdings, not later than 15 days of after the Date of Termination, an amount (x) any Base Compensation and General Benefits accrued and unpaid as of the Employee’s Date of Termination; (y) a lump sum amount, in cash, equal to three times the sum of (1) the product of (a) Employee's ’s Base CompensationCompensation as in effect immediately prior to the Date of Termination, multiplied by (b) the remaining portion of the Term, plus (2) the product of (a) an amount equal to Employee’s highest annual bonus actually paid by the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan Company during the current two year period immediately preceding the Date of Termination (which amount shall be determined by annualizing the bonus amount and not discounting or prorating based upon less than 12 months of service during the three years prior to terminationpayout year), (3) or, if Termination occurs within one year of the effective date and no such bonus has yet been paid, an amount equal to $431,250.00, multiplied by (b) the amount remaining portion of contributions the term; and (z) a lump amount, in cash, equal to the cost for Employee to obtain, for the period commencing on the Date of Termination and ending on the earlier to occur of (1) the date that is 18 months following the Company would have made on behalf Date of Employee under Termination and (2) the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17fixed term date (if any), 401(k)life, 401(mdisability, accident, dental and health insurance benefits (“Welfare Benefits”) or 415; covering Employee (Band, as applicable, Employee’s spouse and dependents) for the 36-month period after such Date of Termination, the Company shall provide or arrange that are substantially similar to provide those that Employee (and Employee's dependents) with life, disability, accident ’s spouse and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice Date of Termination, with the Employee charged a monthly premium(s; and (II) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced notwithstanding any provision to the extent comparable benefits are actually received by Employee (and Employee's dependentscontrary in the plan(s) during the 36-month period following Employee's terminationgoverning such Long Term Incentives, and any such benefits actually received by Employee shall be reported become immediately and totally vested in any and all Long Term Incentives granted to Employee by the Company prior to the Company (to the extent coverage and/or benefits received under a self-insured health plan Date of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); Termination. (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal Notwithstanding anything to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and contrary in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 9Agreement, in the event that Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the the Date of Termination other than the payment of any Base Compensation and General Benefits accrued and unpaid through the the Date of Termination. As used herein, "“Misconduct" means ” means: (aA) the any willful breach or habitual neglect of duty by Employee or (B) Employee’s material and continued failure by Employee to substantially perform his Employee’s duties with the Company (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness a Disability or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason) (I) in a professional manner and (II) in a manner that is reasonably expected as appropriate for the position, in the case of either (A) or (B), after a which breach, neglect or failure is not cured by Employee within 30 days from receipt by Employee of written demand for substantial performance is delivered to Employee by notice from the BoardCompany that specifies the alleged breach, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, neglect or failure; 5 (bII) the willful engaging misappropriation or attempted misappropriation by Employee in conduct which is demonstrably and materially injurious to of a material business opportunity of the Company, monetarily or otherwise. For purposes hereof, no act, or failure including attempting to act, secure any personal profit in connection with entering into any transaction on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest behalf of the Company. Notwithstanding ; (III) the foregoing, misappropriation or attempted misappropriation by Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to of any of the Company’s funds or property; (IV) an intentional violation by Employee a copy of the Company’s Code of Corporate Conduct or Fraud Policy; or (V) (A) the commission by Employee of a resolution duly adopted by felony offense or a misdemeanor offense involving violent or dishonest behavior or (B) Employee engaging in conduct involving fraud or dishonesty in connection with his duties with the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detailCompany.

Discharge. (i) The Company may terminate this Agreement and Employee's employment for any reason deemed sufficient by the Company upon notice as provided in Section 1210. However, in the event that Employee's employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Misconduct (as defined in Section 9(c)(ii7(c)(ii) below) or Disability (as defined in Section 7(d)(i) below), then: , subject to Sections 7(h) and (i): (A) the Company shall pay in a lump sum, sum in cash, cash to Employee, within 15 days of the Date of Termination, an amount equal to three times the sum of (1) three times Employee's Base Compensation, and (2) an amount equal to the highest maximum incentive award paid or payable, as the case may be, payable to Employee under the Company's Annual Incentive Compensation Plan during for such year in lieu of any payment thereunder, assuming for purposes hereof that all performance objectives for such year had been met at the current year maximum level and the three years prior that Employee is entitled to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415a full award thereunder; (B) for the 36-month period after such Date of Termination, the Company shall provide or arrange to provide Employee (and Employee's dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination, with the Employee charged a monthly premium(s) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced to the extent comparable benefits are actually received by Employee (and Employee's dependents) during the 36-month period following Employee's termination, and any such benefits actually received by Employee shall be reported to the Company (to To the extent coverage and/or benefits received under a self-insured health plan of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); (C) within 30 15 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%.under (ii) Notwithstanding the foregoing provisions of this Section 97, in the event Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the Date of Termination. As used herein, "Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

Discharge. (iA) The Company may terminate this Agreement and Employee's ’s employment for any reason deemed sufficient by the Company at any time upon written notice as provided delivered to Employee in accordance with Section 12. However, in 7(b). (B) In the event that Employee's ’s employment is terminated during the Term by the Company on or following a Change in Control and for any reason other than his Employee’s Misconduct or Disability (both as defined in Section 9(c)(ii) below) then: ), the following shall occur: (AI) the Company shall pay in a lump sum, in cash, to Employee, within subject to tax and other customary withholdings, not later than 15 days of after the Date of Termination, an amount (x) any Base Compensation and General Benefits accrued and unpaid as of the date of Employee’s death, (y) a lump sum amount, in cash, equal to three times the sum of (1) the product of (a) Employee's ’s Base Compensation, (2) an amount equal Compensation as in effect immediately prior to the highest incentive award paid or payable, as the case may be, to Employee under the Company's Incentive Compensation Plan during the current year and the three years prior to termination, (3) an amount equal to the amount of contributions that the Company would have made on behalf of Employee under the Company's 401(k) Plan during the prior year disregarding any limitations on benefits or covered compensation imposed by I.R.C. Sections 401(a)(17), 401(k), 401(m) or 415; (B) for the 36-month period after such Date of Termination, multiplied by (b) the Company shall provide or arrange remaining portion of the Term, plus (2) the Retention Amount in accordance with Section 4(c), and (z) a lump amount, in cash, equal to provide the cost for Employee to obtain, for the period commencing on the Date of Termination and ending on the earlier to occur of (1) the date that is 18 months following the Date of Termination and (2) the fixed term date (if any), disability, accident, dental and health insurance benefits (“Welfare Benefits”) covering Employee (and, as applicable, Employee’s spouse and dependents) that are substantially similar to those that Employee (and Employee's dependents) with life, disability, accident ’s spouse and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice Date of Termination, with the Employee charged a monthly premium(s; and (II) for such coverage(s) that does not exceed the premium(s) charged to an active employee for comparable coverage(s); benefits otherwise receivable by Employee pursuant to this clause (B) shall be reduced notwithstanding any provision to the extent comparable benefits are actually received by Employee (and Employee's dependentscontrary in the plan(s) during the 36-month period following Employee's terminationgoverning such Long Term Incentives, and any such benefits actually received by Employee shall be reported become immediately and totally vested in any and all Long Term Incentives granted to Employee by the Company prior to the Company (to the extent coverage and/or benefits received under a self-insured health plan Date of the Company (any successor or affiliate) are taxable to Employee, the Company shall make Employee "whole" on a net after tax basis); Termination. (C) within 30 days of the Date of Termination or, if later, the first date on which such payment would not subject Employee to suit under Section 16(b) of the Securities Exchange Act of 1934, if applicable, the Company shall offer to pay to Employee for cancellation of all outstanding stock-based awards then held by Employee on the Date of Termination (collectively, "Awards"), a lump sum amount in cash equal Notwithstanding anything to the sum of the value (with respect to an option or stock appreciation right, the "spread"; and with respect to restricted stock or phantom stock, the value of an unrestricted share) of all such Awards, calculated, where applicable, as if all corporate performance goals had been achieved (thus warranting full value of the Award) and contrary in the case where the Company's stock is not publicly traded, using a fair market value on the Date of Termination as determined by an independent third party agreeable to the Company and Employee. The fair market value shall be determined based on the trading values of a comparable group of public companies as determined by the independent third party and the aggregate value discount applied for various factors including illiquidity, being private and minority ownership shall not exceed 15%. (ii) Notwithstanding the foregoing provisions of this Section 9Agreement, in the event that Employee is terminated because of Misconduct, the Company shall have no compensation obligations pursuant to this Agreement after the the Date of Termination other than the payment of any Base Compensation and General Benefits accrued and unpaid through the the Date of Termination. As used herein, "“Misconduct" means (a) the willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties, or (b) the willful engaging by Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes hereof, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Misconduct unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.” means: