Common use of Effect of Change of Control Clause in Contracts

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash amount equal to: (i) two times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executed.

Effect of Change of Control. Notwithstanding If a Change in Control should occur during the other provisions term of Paragraph 9.3this Agreement, and should Employee’s employment be terminated within two (2) years following the Change in the event that: Control (i) by reason of Employee’s Disability or Death, or (ii) either by Employer or its successor Without Cause, then, in lieu of any other benefits described elsewhere in this Agreement: (i) Employer shall pay Employee in a single severance payment as soon as practicable after the Company terminates Termination Date, but in no event later than thirty (30) days thereafter, an amount in cash equal to two (2) times the Executivesum of (a) Employee’s then-current base salary and (b) the higher of Employee’s target annual cash incentive compensation award as in effect on the Termination Date or Employee’s target annual cash incentive compensation award at the time of the Change in Control, (ii) Employer shall pay Employee an amount equal to Employee’s annual cash incentive compensation award for the period in which such termination occurs, prorated to the Termination Date and payable in a lump sum promptly following such termination. (iii) Any unvested stock options and other equity grants shall become immediately and fully vested, and any vested options (or other incentive awards that may be exercised) shall remain exercisable until (a) the later of the fifteenth (15th) day of the third month following the date the award otherwise would have expired if the exercise period had not been extended pursuant to this provision, or December 31 of the calendar year in which the award otherwise would have expired if the exercise period had not been extended pursuant to this provision, or (b) if earlier, their full-term expiration, (iv) For a period of twelve (12) months following the Termination Date, Employer shall reimburse Employee for (a) the cost of any continued coverage under Employer’s group medical insurance plan for the benefit of Employee, Employee’s spouse and dependents, if any, should they elect continued coverage under COBRA, provided they were covered under the plan immediately prior to Employee’s termination, and (b) the cost of continued coverage under Employer’s life and long-term disability plans for the benefit of Employee, should Employee elect to obtain an individual conversion policy, subject to the terms, conditions, and limitations contained in such policy; provided that, if and to the extent required to prevent a violation of Section 409A of the Code, Employee will pay the entire cost of such coverage for the first six months after the Date of Termination and Employer will reimburse Employee for Employer’s share of such costs on the six-month anniversary of Employee’s “separation from service” as defined in Section 409A of the Code, and (v) Employee shall be entitled to any Accrued Benefits and any Vested Benefits. Notwithstanding anything contained herein, if a Change in Control occurs and Employee’s employment without Cause in anticipation of, or pursuant with Employer is terminated prior to a notice Change in Control other than for Cause or Poor Performance, and if such termination of termination delivered employment or event was at the request, suggestion or initiative of a third party who has taken steps reasonably calculated to the Executive within 24 months after, effect a Change in Control; (ii) , then Employee upon occurrence of the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive Control shall be entitled to receive the Accrued Obligations payments and the following benefits: (a) the Company benefits set forth in this Section 5.2.7, in lieu of payments and benefits described elsewhere in this Agreement. All payments under this Section 5.2.7 shall pay be subject to Section 5.2.8, Section 5.2.10., Section 6, and to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash amount equal to: (i) two times the sum of (A) his Salary then additional benefit described in effect and (B) 75% of his then current Salary; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portionSection 5.2.9, if any, of the 24-month period (unless otherwise limited allowed by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect law and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of by this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executed.

Effect of Change of Control. Notwithstanding (a) If within two years following a "Change of Control" (as hereinafter defined ), Executive terminates her employment with the other provisions of Paragraph 9.3, in the event that: Company for Good Reason (ias hereinafter defined) or the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his 's employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation ofany reason other than Cause or disability, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following : (1) an amount equal to three times the Executive’s Separation from Service 's Base Salary as of the date of termination; (as defined below), a lump-sum cash 2) an amount equal to: (i) two to three times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a average annual cash bonus paid to Executive for the then current two fiscal year years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to 75% of his Salary thirty-six (irrespective of whether performance objectives have been achieved); plus (iii36) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of termination; and (4) a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior lump sum payment equal to the reduction referred to actuarial equivalent (determined by the Company in Paragraph 15.1(h)(iigood faith with assistance of its accountants or actuaries); and (b) during the portion, if any, of the 24-month benefit which would have accrued under the Zale Xxxaware, Inc. Supplemental Executive Retirement Plan ("SERP") if (i) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year (unless otherwise limited "Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by COBRA or similar state lawsuch Executive in a Plan Year during the three (3) commencing year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of her monthly Base Salary on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale a Potential Change of the Company is being actively marketedControl, (b) a letter the Change of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, Control or (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) the date of the Company and/or its assets, and/or (d) a contract for the sale/purchase her termination of the Company and/or its assets is being/has been negotiated or has been executedemployment.

Effect of Change of Control. Notwithstanding the other provisions (a) If within two years following a "Change of Paragraph 9.3Control" (as hereinafter defined ), in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment with the Company for Good Reason pursuant to a notice of termination delivered to (as hereinafter defined) or the Company in anticipation ofterminates Executive's employment for any reason other than Cause or disability, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following : (1) an amount equal to three times the Executive’s Separation from Service 's Base Salary as of the date of termination; (as defined below), a lump-sum cash 2) an amount equal to: (i) two to three times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a average annual cash bonus paid to Executive for the then current two fiscal year years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to 75% of his Salary thirty-six (irrespective of whether performance objectives have been achieved); plus (iii36) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of termination; and (4) a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior lump sum payment equal to the reduction referred to actuarial equivalent (determined by the Company in Paragraph 15.1(h)(iigood faith with assistance of its accountants or actuaries); and (b) during the portion, if any, of the 24-month benefit which would have accrued under the Zale Delaware, Inc. Supplemental Executive Retirement Plan ("SERP") if (i) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year (unless otherwise limited "Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by COBRA or similar state lawsuch Executive in a Plan Year during the three (3) commencing year period ending on the last day of the Plan Year immediately preceding the Plan Year in which his employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale a Potential Change of the Company is being actively marketedControl, (b) a letter the Change of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, Control or (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) the date of the Company and/or its assets, and/or (d) a contract for the sale/purchase his termination of the Company and/or its assets is being/has been negotiated or has been executedemployment.

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash amount equal to: (i) two times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a bonus Bonus at the target amount established for the then current fiscal that year equal to 75but in no event less than 100% of his the Executive’s annual Salary then in effect (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath health plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executed. 3. All other terms and conditions of the Agreement that are not hereby amended are to remain in full force and effect.

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in the event that: (ia) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive If within 24 months after, two (2) years following a Change in Control; of Control (ii) the as hereinafter defined), Executive terminates his employment with the Company for Good Reason pursuant to a notice of termination delivered to (as hereinafter defined) or the Company terminates Executive’s employment for any reason other than for Cause (as defined in anticipation ofSection 4(b)) in a termination that constitutes a “separation from service” for purposes of Section 409A of the Code, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of ControlDisability Event, the Company shall have no further obligation to the pay to, and provide for, Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following payments and benefits: (ai) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash An amount equal to: to three (i3) two times the sum of (A) his the Executive’s annual Base Salary then in effect as of the date of termination and (B) 75% the average annual incentive bonus paid to Executive over the prior three years (or such shorter period as may apply if this Agreement has been in effect for less than three years) as of his then current Salary; plus the date of termination, payable in a single lump sum within fifteen (ii15) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months days after the date first set forth above, then, on which the Salary general release required pursuant to Section 8 is executed and delivered to the Executive should have been paid from the date of termination through the end of such 12 month periodCompany and becomes irrevocable in accordance with its terms, provided, however, that in for purposes of the event calculation of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(iiclause (B), the annual salary used Relocation and Signing Bonus shall not be utilized and the Guaranteed Bonus payable for computation Period 1 and for Period 2 shall be utilized; (ii) All benefits under the Company’s various benefit plans, including group healthcare, dental, and life, for thirty-six (36) months from the date of termination, on the same basis as such benefits were provided during Executive’s employment hereunder, provided that the continued participation of Executive is possible under the general terms and provisions of such plans. If Executive’s participation in any such plan is barred or would result in adverse tax consequences to Executive or the Company, the Company shall arrange to provide Executive with benefits substantially similar to those which Executive would otherwise have been entitled to receive under such plan or, alternatively at the option of the Company, reimburse Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that in either case Executive shall pay to the Company, or provide a credit against the Company’s reimbursement obligation, for the amount equal to the premiums, or portion thereof, that Executive was required to pay to maintain such benefits prior to the date of termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent reasonably comparable coverage or benefits are provided by or available from any other employer of Executive, provided further that except as permitted by Section 409A of the Code, the continued benefits provided to Executive pursuant to this Paragraph 9.4(aSection 6(a)(ii) during any calendar year will not affect the continued benefits provided to Executive in any other calendar year, and the amount of any costs of purchasing benefits reimbursed pursuant to this Section 6(a)(ii) shall be paid to Executive no later than the one last day of the calendar year following the calendar year in effect prior to the reduction referred to in Paragraph 15.1(h)(ii)which such costs are incurred by Executive; and (biii) during the portion, if any, All unvested restricted stock or units granted to Executive and all unvested stock options granted to Executive will be immediately vested as of the 24-month period (unless otherwise limited date on which Executive’s employment is terminated. Further, all vested stock options granted to Executive, including those vested by COBRA or similar state law) commencing on the date reason of the preceding sentence, will remain exercisable for ninety (90) days after such termination of Executive’s Separation from Service (as defined below) that employment, subject to the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees earlier expiration of the Company pay for the same or similar coverage. For purposes term of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedsuch stock options.

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in In the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, following a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service Control (as defined below), a lump-sum cash amount equal to: the Employee’s employment is terminated without Cause later of (x) the first anniversary of the Effective Date or (y) within six months of the Change of Control the, then Employee shall be entitled to receive (i) two times the sum of (A) his Salary then in effect and (B) 75% of his then current SalaryAccrued Rights; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved)Prorated Bonus Payment; plus (iii) the Prorated Plan Benefit; and (iv) subject to delivering to the Company the Release within 21 days following the date the Employee has been given a copy of the Release, and the expiration of the revocation period for such Release has become irrevocable by its terms within 7 days following the date the Employee returns the executed Release to the Company and, if such notice is given within he should be a director of the Company, Employee’s resignation from the Board in accordance with Section 5.7 hereof, the Severance Payment; and (v) provided that the termination for Cause occurs prior to the first 12 months after anniversary of the date first Effective Date the vesting of all stock option grants set forth aboveon Exhibit 3.5 (a), thenregardless of date or condition of vesting, the Salary the Executive should have been paid from shall vest as of the date of termination through such termination. If, upon the end Change of such 12 month periodControl, provided(i) the Company shall cease to be a stand-alone publicly traded entity, howeveror (ii) the acquiring entity is unwilling to assume the equity in an economically equivalent manner, that then in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii)either event, the annual salary used for computation under this Paragraph 9.4(a) all equity shall be the one in effect deemed to have vested two (2) days prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portionChange of Control, but only if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not actually be considered consummated. Following the Employee’s termination of employment as described in this Section 5.6 or otherwise in connection with a Change of Control, except as set forth in this Section 5.6, the Employee shall have no further rights to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated any compensation or has been executedany other benefits under this Agreement.

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, Upon a Change of Control, a number of Units shall, upon certification of performance by the Company shall have no further obligation Committee, convert into time-based restricted stock units (the “Time-Based Units”) calculated based on a performance period from January 1, 2020 through the end of the fiscal quarter immediately preceding the closing date of the transaction giving rise to the Executive under this Agreement or otherwise, except Change of Control; and provided further that the Executive Date of Issuance in such case shall be entitled December 31, 2022 subject to receive the Accrued Obligations and the following benefits: either (a1) the Company shall pay your continued employment through such date or (2) your Retirement, pursuant to the Executive, within 30 days following the Executive’s Separation from Service Section 3(b)(iii). Upon your termination of employment by Capital One without Cause or for Good Reason (each as defined below), in either case on or prior to the second anniversary of the occurrence of a lumpChange of Control of Capital One and prior to the Date of Issuance with respect to the Time-sum cash amount equal to: Based Units, then notwithstanding anything herein to the contrary, all of the Time-Based Units shall vest and the Shares shall be issuable in full without restrictions on transferability immediately upon the occurrence of your termination of employment following such Change of Control (ito the extent not previously vested or forfeited as provided herein) two times and such date shall be the sum Date of (A) his Salary then in effect and (B) 75% of his then current SalaryIssuance; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that if the Time-Based Units are considered deferred compensation under Section 409A of the Code and not exempt from Section 409A of the Code as a short-term deferral or otherwise, and you are a “specified employee,” as defined in the event of a termination for Good Reason and pursuant to Clause Paragraph 15.1(h)(ii)Reg. Section 1.409A 1(i) or any successor regulation, the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of any such termination of employment without Cause or for Good Reason, you will not be entitled to such vesting earlier than the Executive’s Separation earlier of (i) the date which is six months from Service the date of your “separation from service” (as defined belowin Reg. Section 1.409A 1(h) or any successor regulation) as a result of such termination and (ii) your death. With respect to any Time-Based Units that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state lawhave vested, the Company Shares related thereto shall reimburse be issued to you, in settlement of such vested Time-Based Units, on the Executive on a monthly basis for Date of Issuance. Dividends will be accrued and paid out as additional shares at the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees time of the Company pay for award, as provided in Section 6 below. All Time-Based Units, including your rights thereto and to the same underlying Shares, which do not vest on or similar coverage. For purposes before the Date of Issuance, as provided in this AgreementSection 3, a Change shall immediately be forfeited as of Control shall such Date of Issuance (to the extent not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedpreviously forfeited as provided herein).

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in In the event that: , following a Change of Control (as defined below) this Agreement is terminated by the Company without Cause prior to the later of (a) the first anniversary of the Effective Date, or (b) within twelve (12) months of the Change of Control, then VAMI shall be entitled to receive (i) the Accrued Rights, (ii) the Prorated Bonus Payment, if any and (iii) subject to VAMI and the Assigned Consulting delivering to the Company the Release, within 21 days following the date the Assigned Consultant has been given a copy of the Release, and the expiration of the revocation period for such Release has become irrevocable by its terms within 7 days following the date on which each of VAMI and the Assigned Consultant returns the executed Release to the Company and, if the Assigned Consultant then should be a director of the Company, the Assigned Consultant’s resignation from the Board in accordance with Section 5.7 hereof, an amount equal to the Base Annual Consulting Fee in effect on the termination date multiplied by 1.5, which amount is payable in a lump sum within thirty (30) days; and (iv) the termination without Cause occurs prior to the first anniversary of the Effective Date, the vesting of all stock option grants set forth on Exhibit 3.1 regardless of date or condition of vesting, shall vest as of the date of such termination. If, upon the Change of Control, (i) the Company terminates the Executive’s employment without Cause in anticipation ofshall cease to be a stand-alone publicly traded entity, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant acquiring entity is unwilling to a notice of termination delivered assume the equity in an economically equivalent manner, then in either event, all equity shall be deemed to have vested two (2) days prior to the Company in anticipation ofChange of Control, or within 24 months after, a but only if such Change in Control; or (iii) of Control shall actually be consummated. Following the Company fails to renew termination of this Agreement as described in anticipation of, this Section 5.6 or within 24 months after, otherwise in connection with a Change of Control, except as set forth in this Section 5.6, VAMI and the Company Assigned Consultant shall have no further obligation rights to the Executive any compensation or any other benefits under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash amount equal to: (i) two times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executed.

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, Upon a Change of Control, a number of Units shall, upon certification of performance by the Company shall have no further obligation Committee, convert into time-based restricted stock units (the “Time-Based Units”) calculated based on a performance period from January 1, 2021 through the end of the fiscal quarter immediately preceding the closing date of the transaction giving rise to the Executive under this Agreement or otherwise, except Change of Control; and provided further that the Executive Date of Issuance in such case shall be entitled December 31, 2023 subject to receive the Accrued Obligations and the following benefits: either (a1) the Company shall pay your continued employment through such date or (2) your Retirement, pursuant to the Executive, within 30 days following the Executive’s Separation from Service Section 3(b)(iii). Upon termination of your employment by Capital One without Cause or by you for Good Reason (each as defined below), in either case on or prior to the second anniversary of the occurrence of a lumpChange of Control of Capital One and prior to the Date of Issuance with respect to the Time-sum cash amount equal to: Based Units, then notwithstanding anything herein to the contrary, all of the Time-Based Units shall vest and the Shares shall be issuable in full without restrictions on transferability immediately upon the occurrence of your termination of employment following such Change of Control (ito the extent not previously vested or forfeited as provided herein) two times and such date shall be the sum Date of (A) his Salary then in effect and (B) 75% of his then current SalaryIssuance; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that if the Time-Based Units are considered deferred compensation under Section 409A of the Code and not exempt from Section 409A of the Code as a short-term deferral or otherwise, and you are a “specified employee,” as defined in the event of a termination for Good Reason and pursuant to Clause Paragraph 15.1(h)(ii)Reg. Section 1.409A 1(i) or any successor regulation, the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of any such termination of employment without Cause or for Good Reason, you will not be entitled to such vesting earlier than the Executive’s Separation earlier of (i) the date which is six months from Service the date of your “separation from service” (as defined belowin Reg. Section 1.409A 1(h) or any successor regulation) as a result of such termination and (ii) your death. With respect to any Time-Based Units that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state lawhave vested, the Company Shares related thereto shall reimburse be issued to you, in settlement of such vested Time-Based Units, on the Executive on a monthly basis for Date of Issuance. Dividends will be accrued and paid out as additional shares at the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees time of the Company pay for award, as provided in Section 6 below. All Time-Based Units, including your rights thereto and to the same underlying Shares, which do not vest on or similar coverage. For purposes before the Date of Issuance, as provided in this AgreementSection 3, a Change shall immediately be forfeited as of Control shall such Date of Issuance (to the extent not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedpreviously forfeited as provided herein).

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, Upon a Change of Control, a number of Units shall, upon certification of performance by the Company shall have no further obligation Committee, convert into time-based restricted stock units (the “Time-Based Units”) calculated based on a performance period from January 1, 2017 through the end of the fiscal quarter immediately preceding the closing date of the transaction giving rise to the Executive under this Agreement or otherwise, except Change of Control; and provided further that the Executive Date of Issuance in such case shall be entitled December 31, 2019 subject to receive the Accrued Obligations and the following benefits: either (a1) the Company shall pay your continued employment through such date or (2) your Retirement, pursuant to the Executive, within 30 days following the Executive’s Separation from Service Section 3(b)(iv). Upon your termination of employment by Capital One without Cause or for Good Reason (each as defined below), in either case on or prior to the second anniversary of the occurrence of a lumpChange of Control of Capital One and prior to the Date of Issuance with respect to the Time-sum cash amount equal to: Based Units, then notwithstanding anything herein to the contrary, all of the Time-Based Units shall vest and the Shares shall be issuable in full without restrictions on transferability immediately upon the occurrence of your termination of employment following such Change of Control (ito the extent not previously vested or forfeited as provided herein) two times and such date shall be the sum Date of (A) his Salary then in effect and (B) 75% of his then current SalaryIssuance; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that if the Time-Based Units are considered deferred compensation under Section 409A of the Code and not exempt from Section 409A of the Code as a short-term deferral or otherwise, and you are a “specified employee,” as defined in the event of a termination for Good Reason and pursuant to Clause Paragraph 15.1(h)(ii)Reg. Section 1.409A 1(i) or any successor regulation, the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of any such termination of employment without Cause or for Good Reason, you will not be entitled to such vesting earlier than the Executive’s Separation earlier of (i) the date which is six months from Service the date of your “separation from service” (as defined belowin Reg. Section 1.409A 1(h) or any successor regulation) as a result of such termination and (ii) your death. With respect to any Time-Based Units that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state lawhave vested, the Company Shares related thereto shall reimburse be issued to you, in settlement of such vested Time-Based Units, on the Executive on a monthly basis for Date of Issuance. Dividends will be accrued and paid out as additional shares at the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees time of the Company pay for award, as provided in Section 6 below. All Time-Based Units, including your rights thereto and to the same underlying Shares, which do not vest on or similar coverage. For purposes before the Date of Issuance, as provided in this AgreementSection 3, a Change shall immediately be forfeited as of Control shall such Date of Issuance (to the extent not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedpreviously forfeited as provided herein).

Effect of Change of Control. Notwithstanding (a) If within two years following a "Change of Control" (as hereinafter defined), Executive terminates her employment with the other provisions of Paragraph 9.3, in the event that: Company for Good Reason (ias hereinafter defined) or the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his 's employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation ofany reason other than Cause or disability, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following : (1) an amount equal to three times the Executive’s Separation from Service 's Base Salary as of the date of termination; (as defined below), a lump-sum cash 2) an amount equal to: (i) two to three times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a average annual cash bonus paid to Executive for the then current two fiscal year years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to 75% of his Salary thirty-six (irrespective of whether performance objectives have been achieved); plus (iii36) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of termination; and (4) a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior lump sum payment equal to the reduction referred to actuarial equivalent (determined by the Company in Paragraph 15.1(h)(iigood faith with assistance of its accountants or actuaries); and (b) during the portion, if any, of the 24-month benefit which would have accrued under the Zale Delaware, Inc. Supplemental Executive Retirement Plan ("SERP") ix (x) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year (unless otherwise limited "Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by COBRA or similar state lawsuch Executive in a Plan Year during the three (3) commencing year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of her monthly Base Salary on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale a Potential Change of the Company is being actively marketedControl, (b) a letter the Change of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, Control or (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) the date of the Company and/or its assets, and/or (d) a contract for the sale/purchase her termination of the Company and/or its assets is being/has been negotiated or has been executedemployment.

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, anything set forth in the event that: (iSection 2(a) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iiib) the Company fails to renew this Agreement in anticipation ofabove, or within 24 months after, if there occurs a Change of Control, the Company following rules shall have no further obligation apply with respect to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefitsRSUs granted hereunder: (ai) the Company shall pay With respect to the ExecutiveTime-Based RSUs, within 30 days following the Executive’s Separation from Service (as defined below), if a lump-sum cash amount equal to: (i) two times the sum Change of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect Control occurs prior to the reduction referred Vesting Date, and the Employee is still employed with the Company or its Subsidiaries upon the occurrence of such Change of Control, all Time-Based RSUs granted hereunder shall immediately vest and become converted into the right to receive a cash payment equal to the product of (x) the total number of such Time-Based RSUs and (y) the price per share paid for one share of Common Stock in Paragraph 15.1(h)(iithe Change of Control transaction (such price, the “CIC Price”), which cash payment shall be made as soon as practicable following the Change of Control (but in no event later than 90 days following such event); and (bii) during With respect to the portionPerformance-Based RSUs, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control occurs, and the Employee is still employed with the Company or its Subsidiaries upon the occurrence of such Change of Control, if (A) such Change of Control occurs prior to the Determination Date, only the number of Target Performance-Based RSUs granted hereunder shall not immediately vest (and all other Performance-Based RSUs shall be considered forfeited by the Employee without consideration), and shall become converted into the right to receive a cash payment equal to the product of (x) the total number of such Performance-Based RSUs and (y) the CIC Price (and all other Performance-Based RSUs granted hereunder shall be forfeited upon such event), but if (B) such Change of Control occurs after the Determination Date but before the date the Performance-Based RSUs are settled under Section 2(b)(iii) above, only the number of Performance-Based RSUs granted hereunder that become vested under Section 2(b)(ii) above shall become converted into the right to receive a cash payment equal to the product of (x) the total number of such Performance-Based RSUs and (y) the CIC Price (and all other Performance-Based RSUs granted hereunder shall be forfeited upon such event); and in either event described in clause (A) or (B) above occurs, such cash payment shall be made as soon as administratively practicable following the Vesting Date (but in no event later than December 31, 2013); (iii) Notwithstanding Section 2(c)(ii) above, if, following the occurrence of a Change of Control but prior to the Vesting Date, (A) the Employee’s employment is terminated by the Company and its Subsidiaries without Cause or by the Employee for Good Reason, the timing of the payment of the amount otherwise due and payable under Section 2(c)(ii)(A) or (B), as applicable, shall be accelerated and shall be paid to the Employee as soon as practicable following such termination of employment; or (B) the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries for Cause or by the Employee for any reason (other than due to the Employee’s death, Disability, Retirement or by the Employee for Good Reason), then the Performance-Based RSUs and the right to receive any cash as set forth in Section 2(c)(ii)(A) or (B), as applicable, shall be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof; but if (iv) the Employee has ceased to be anticipated unless employed with the Company or its Subsidiaries prior to such Change of Control under circumstances set forth in Section 2(a)(iii) and Section 2(b)(i)(C) above, the Employee shall, in lieu of the number of Prorated Time-Based Shares and Prorated Performance-Based Shares otherwise distributable pursuant to Section 2(a)(iii) and Section 2(b)(i)(C), instead be entitled to receive a cash payment, equal to the product of (ax) the sale total number of such Time-Based Shares and Prorated Performance-Based Shares and (y) the Company is being actively marketed, CIC Price. This cash payment shall be made as soon as practicable following the Change of Control (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedbut in no event later than 90 days following such event).

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, Upon a Change of Control, a number of Units shall, upon certification of performance by the Company shall have no further obligation Committee, convert into time-based restricted stock units (the “Time-Based Units”) calculated based on a performance period from January 1, 2019 through the end of the fiscal quarter immediately preceding the closing date of the transaction giving rise to the Executive under this Agreement or otherwise, except Change of Control; and provided further that the Executive Date of Issuance in such case shall be entitled December 31, 2021 subject to receive the Accrued Obligations and the following benefits: either (a1) the Company shall pay your continued employment through such date or (2) your Retirement, pursuant to the Executive, within 30 days following the Executive’s Separation from Service Section 3(b)(iii). Upon your termination of employment by Capital One without Cause or for Good Reason (each as defined below), in either case on or prior to the second anniversary of the occurrence of a lumpChange of Control of Capital One and prior to the Date of Issuance with respect to the Time-sum cash amount equal to: Based Units, then notwithstanding anything herein to the contrary, all of the Time-Based Units shall vest and the Shares shall be issuable in full without restrictions on transferability immediately upon the occurrence of your termination of employment following such Change of Control (ito the extent not previously vested or forfeited as provided herein) two times and such date shall be the sum Date of (A) his Salary then in effect and (B) 75% of his then current SalaryIssuance; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that if the Time-Based Units are considered deferred compensation under Section 409A of the Code and not exempt from Section 409A of the Code as a short-term deferral or otherwise, and you are a “specified employee,” as defined in the event of a termination for Good Reason and pursuant to Clause Paragraph 15.1(h)(ii)Reg. Section 1.409A 1(i) or any successor regulation, the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of any such termination of employment without Cause or for Good Reason, you will not be entitled to such vesting earlier than the Executive’s Separation earlier of (i) the date which is six months from Service the date of your “separation from service” (as defined belowin Reg. Section 1.409A 1(h) or any successor regulation) as a result of such termination and (ii) your death. With respect to any Time-Based Units that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state lawhave vested, the Company Shares related thereto shall reimburse be issued to you, in settlement of such vested Time-Based Units, on the Executive on a monthly basis for Date of Issuance. Dividends will be accrued and paid out as additional shares at the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees time of the Company pay for award, as provided in Section 6 below. All Time-Based Units, including your rights thereto and to the same underlying Shares, which do not vest on or similar coverage. For purposes before the Date of Issuance, as provided in this AgreementSection 3, a Change shall immediately be forfeited as of Control shall such Date of Issuance (to the extent not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedpreviously forfeited as provided herein).

Effect of Change of Control. Notwithstanding Upon the other provisions occurrence of Paragraph 9.3a Change of Control after the Date of Grant, unless otherwise specifically prohibited under applicable laws or by the rules and regulations of any governing governmental agencies or national securities exchanges, the Committee shall choose, in its sole discretion, to make one or more of the event that: following adjustments in the terms and conditions of any outstanding portions of the Option (i) which, for the Company terminates avoidance of doubt, shall exclude any portion of the Executive’s employment without Cause in anticipation of, or pursuant to Option for which a notice of termination delivered to exercise has been received by the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: Company): (a) continuation or assumption of the Option under the Plan by the Company shall pay (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (b) substitution by the surviving company or corporation or its parent of awards with substantially equivalent terms for the Option; (c) accelerated vesting of the Option immediately prior to the Executiveoccurrence of such event; (d) upon written notice, within 30 days following provision that the Executive’s Separation from Service Option must be exercised, to the extent then exercisable, during a reasonable period of time immediately prior to the scheduled consummation of the event or such other period as determined by the Committee (as defined belowcontingent upon the consummation of the event), a lump-sum cash amount equal to: (i) two times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through at the end of such 12 month period, the Option shall terminate to the extent not so exercised within the relevant period, provided, howeverthat, that the Participant is able to sell any Shares acquired upon such exercise for cash or liquid securities in the event transaction that causes the Change of a termination Control; (e) cancellation of all or any portion of the Option for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), consideration (in the annual salary used for computation under this Paragraph 9.4(aform of cash or liquid securities) shall be the one in effect prior equal to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portionexcess, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date aggregate Fair Market Value of the Executive’s Separation from Service Shares subject to the Option (as defined belowor the portion thereof being canceled) that over the Executive is eligible aggregate Option Price with respect to elect and elects to continue coverage for himself and his eligible dependents under the Option (or the portion thereof being canceled); or (f) in the event of a sale of at least 80% of the outstanding Shares or all or substantially all of the assets of the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees cancellation of any unvested portion of the Company pay Option for the same or similar coverageno consideration. For purposes the avoidance of this Agreementdoubt, in the event of a Change sale of Control shall not be considered less than 80% of the outstanding Shares or less than substantially all of the assets of the Company, as applicable, any unvested portions of the Option will remain, subject to be anticipated unless clauses (a) the sale of the Company is being actively marketed, through (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(se) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedthis Section 10.

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in In the event that, within twelve (12) months following a Change of Control, either: (i) Employee’s employment is terminated without Cause, or (ii) Employee terminates his employment for Good Reason, then Employee shall be entitled to receive (i) the Accrued Rights, and (ii) subject to delivering to the Company the Release within 21 days following the date the Employee has been given a copy of the Release, and the expiration of the revocation period for such Release has become irrevocable by its terms within 7 days following the date the Employee returns the executed Release to the Company, (A) the Prorated Bonus Payment; (B) the Prorated Plan Benefit; (C) provided the Employee timely elects to continue health insurance benefits under the federal law known as COBRA, the Company shall pay the cost of family health insurance coverage at the same rate the Company contributed for the Employee's family health insurance coverage prior to the Employee's termination of employment with the Company until the earlier of twelve (12) months or the loss of COBRA entitlement; provided, however, that the Employee shall be responsible for the cost of any continuation coverage under COBRA that extends beyond twelve (12) months; (D) his Base Salary in effect at termination, for twelve (12) months, payable in accordance with the normal payroll practices of the Company (the “Change of Control Severance Benefit”); and (E) the vesting of all stock option grants set forth on Exhibit A, regardless of date or condition of vesting. If, upon the Change of Control, (i) the Company terminates the Executive’s employment without Cause in anticipation ofshall cease to be a stand- alone publicly traded entity, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant acquiring entity is unwilling to a notice of termination delivered assume the equity in an economically equivalent manner, then in either event, all equity shall be deemed to have vested two (2) days prior to the Company Change of Control, but only if such Change of Control shall actually be consummated. Following the Employee's termination of employment as described in anticipation of, this Section 5(f) or within 24 months after, a Change otherwise in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, connection with a Change of Control, except as set forth in this Section 5(f), the Company Employee shall have no further obligation rights to the Executive any compensation or any other benefits under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash amount equal to: (i) two times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executed.

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, Upon a Change of Control, a number of Units shall, upon certification of performance by the Company shall have no further obligation Committee, convert into time-based restricted stock units (the “Time-Based Units”) calculated based on a performance period from January 1, 2017 through the end of the fiscal quarter immediately preceding the closing date of the transaction giving rise to the Executive under this Agreement or otherwise, except Change of Control; and provided further that the Executive Date of Issuance in such case shall be entitled December 31, 2019 subject to receive the Accrued Obligations and the following benefits: either (a1) the Company shall pay your continued employment through such date or (2) your Retirement, pursuant to the Executive, within 30 days following the Executive’s Separation from Service Section 3(b)(iii). Upon your termination of employment by Capital One without Cause or for Good Reason (each as defined below), in either case on or prior to the second anniversary of the occurrence of a lumpChange of Control of Capital One and prior to the Date of Issuance with respect to the Time-sum cash amount equal to: Based Units, then notwithstanding anything herein to the contrary, all of the Time-Based Units shall vest and the Shares shall be issuable in full without restrictions on transferability immediately upon the occurrence of your termination of employment following such Change of Control (ito the extent not previously vested or forfeited as provided herein) two times and such date shall be the sum Date of (A) his Salary then in effect and (B) 75% of his then current SalaryIssuance; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that if the Time-Based Units are considered deferred compensation under Section 409A of the Code and not exempt from Section 409A of the Code as a short-term deferral or otherwise, and you are a “specified employee,” as defined in the event of a termination for Good Reason and pursuant to Clause Paragraph 15.1(h)(ii)Reg. Section 1.409A 1(i) or any successor regulation, the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of any such termination of employment without Cause or for Good Reason, you will not be entitled to such vesting earlier than the Executive’s Separation earlier of (i) the date which is six months from Service the date of your “separation from service” (as defined belowin Reg. Section 1.409A 1(h) or any successor regulation) as a result of such termination and (ii) your death. With respect to any Time-Based Units that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state lawhave vested, the Company Shares related thereto shall reimburse be issued to you, in settlement of such vested Time-Based Units, on the Executive on a monthly basis for Date of Issuance. Dividends will be accrued and paid out as additional shares at the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees time of the Company pay for award, as provided in Section 6 below. All Time-Based Units, including your rights thereto and to the same underlying Shares, which do not vest on or similar coverage. For purposes before the Date of Issuance, as provided in this AgreementSection 3, a Change shall immediately be forfeited as of Control shall such Date of Issuance (to the extent not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedpreviously forfeited as provided herein).

Effect of Change of Control. Notwithstanding If a Change of Control (as defined below) occurs and at any time during the other provisions 12-month period following any such Change of Paragraph 9.3Control, (A) the Company, or its successor, terminates your employment, whether with or without Cause, or (B) the Company, or its successor, elects not to renew this Agreement in accordance with its notice to you pursuant to Section 2(a) hereof, or (C) you terminate your employment with the event that: Company, or its successor, for Good Reason, then: (i) the Company terminates or its successor shall continue to pay you your Base Salary and provide you with the Executive’s employment without Cause benefits set forth in anticipation ofSection 4 hereof, both as in effect on the date of such termination or pursuant non-renewal, whichever the case may be, for a period equal to a notice twelve (12) months subsequent to such date of termination delivered to the Executive within 24 months after, a Change in Control; termination; (ii) in the Executive terminates his employment for Good Reason pursuant event that the Company or its successor pays cash bonuses to a notice executive officers of termination delivered the Company or such successor with respect to the year in which your employment was so terminated by the Company, then the Company in anticipation ofor its successor shall pay you, or within 24 months afterat the time such other bonuses are generally paid, a Change cash bonus in Controlan amount equal to the amount that the Board or the board of directors (or comparable body) of the successor in its discretion would have awarded you had your employment continued through such twelve (12) months, the payment of such amount to be pro rated based upon the portion of such year that your employment with the Company or such successor was continuing; or and (iii) provided that any stock grants or options to purchase shares of the Company’s Common Stock granted to you shall not otherwise have expired or been terminated pursuant to the terms of a Company fails to renew stock incentive plan, this Agreement or the agreement evidencing such stock grants or options, such stock grants or options will become fully vested, and you will have the right to exercise any and all of such options. In addition, notwithstanding anything contained herein to the contrary, such stock grants and options will also become fully vested, and you will have the right to exercise any and all of such options in anticipation of, or within 24 months after, the event that (A) a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash amount equal to: (i) two times the sum of (A) his Salary then in effect Control occurs and (B) 75% you continue your employment with the Company, or its successor, for a period of his then current Salary; plus not less than twelve (ii12) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from following the date of termination through such Change of Control. As used herein a “Change of Control” shall be deemed to have occurred if (i) any “person” (as such term is used in sections 13(d) and 14(d)(2) of the end Securities Exchange Act of such 12 month period1934, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(iias amended), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, other than persons who are stockholders of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing Company on the date of this Agreement, is or becomes the Executive’s Separation from Service beneficial owner, directly or indirectly, of securities of the Company representing at least a majority of the outstanding Common Stock of the Company, or (as defined belowii) that if during any consecutive twelve (12) month period beginning on or after the Executive date on which this Agreement is eligible to elect and elects to continue coverage executed individuals who at the beginning of such period were directors of the Company (together with any new directors whose election by the Board or whose nomination for himself and his eligible dependents under election by the Company’s shareholders was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or an affiliate’s group heath plan pursuant whose election or nomination was previously so approved) cease, for any reason, to COBRA constitute at least a majority of the Board; or similar state law(iv) if a merger of, or consolidation involving, the Company in which the Company’s stock is converted into securities of another corporation or into cash shall reimburse the Executive on be consummated, or a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees plan of complete liquidation of the Company pay (whether or not in connection with a sale of all or substantially all of the Company’s assets) shall be adopted and consummated, or substantially all of the Company’s operating assets are sold (whether or not a plan of liquidation shall be adopted or a liquidation occurs), excluding in each case a transaction solely for the same or similar coverage. For purposes purpose of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale of reincorporating the Company is being actively marketed, (b) in a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of different jurisdiction or recapitalizing or reclassifying the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedCompany’s stock.

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in In the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, following a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service Control (as defined below), a lump-sum cash amount equal to: the Employee’s employment is terminated without Cause prior to the later of (x) the first anniversary of the Employment Commencement Date, or (y) within six months of the Change of Control, then Employee shall be entitled to receive (i) two times the sum of (A) his Salary then in effect and (B) 75% of his then current SalaryAccrued Rights; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved)Prorated Bonus Payment, if any; plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portionProrated Plan Benefit, if any, ; and (iv) subject to delivering to the Company the Release within 21 days following the date the Employee has been given a copy of the 24-month Release, and the expiration of the revocation period for such Release has become irrevocable by its terms within 7 days following the date the Employee returns the executed Release to the Company and, if he should be a director of the Company, Employee’s resignation from the Board in accordance with Section 5.6 hereof, the Severance Payment, except that for purposes of this Section 5.7 the amount of the Severance payment shall be equal to three (unless otherwise limited by COBRA or similar state law3) commencing monthly installments of the Employee’s Base Salary, in effect on the date of the Executive’s Separation from Service such termination; and (as defined belowv) provided that the Executive is eligible termination for Cause occurs prior to elect and elects to continue coverage for himself and his eligible dependents under the Company’s first anniversary of the Employment Commencement Date, the vesting of all stock option grants set forth on Exhibit 3.5 (a), regardless of date or an affiliate’s group heath plan pursuant to COBRA or similar state lawcondition of vesting, shall vest as of the date of such termination. If, upon the Change of Control, (i) the Company shall reimburse cease to be a stand-alone publicly traded entity, or (ii) the Executive on a monthly basis for acquiring entity is unwilling to assume the difference between equity in an economically equivalent manner, then in either event, all equity shall be deemed to have vested two (2) days prior to the amount the Executive pays to effect and continue Change of Control, but only if such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not actually be considered consummated. Following the Employee’s termination of employment as described in this Section 5.7 or otherwise in connection with a Change of Control, except as set forth in this Section 5.7, the Employee shall have no further rights to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated any compensation or has been executedany other benefits under this Agreement.

Effect of Change of Control. Notwithstanding (a) If within two years following a "Change of Control" (as hereinafter defined), Executive terminates her employment with the other provisions of Paragraph 9.3, in the event that: Company for Good Reason (ias hereinafter defined) or the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his 's employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation ofany reason other than Cause or disability, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following : (1) an amount equal to three times the Executive’s Separation from Service 's Base Salary as of the date of termination; (as defined below), a lump-sum cash 2) an amount equal to: (i) two to three times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a average annual cash bonus paid to Executive for the then current two fiscal year years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to 75% of his Salary thirty-six (irrespective of whether performance objectives have been achieved); plus (iii36) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of termination; and (4) a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior lump sum payment equal to the reduction referred to actuarial equivalent (determined by the Company in Paragraph 15.1(h)(iigood faith with assistance of its accountants or actuaries); and (b) during the portion, if any, of the 24-month benefit which would have accrued under the Zalx Xxlaware, Inc. Supplemental Executive Retirement Plan ("SERP") if (i) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year (unless otherwise limited "Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by COBRA or similar state lawsuch Executive in a Plan Year during the three (3) commencing year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of her monthly Base Salary on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale a Potential Change of the Company is being actively marketedControl, (b) a letter the Change of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, Control or (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) the date of the Company and/or its assets, and/or (d) a contract for the sale/purchase her termination of the Company and/or its assets is being/has been negotiated or has been executedemployment.

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, Upon a Change of Control, a number of Units shall, upon certification of performance by the Company shall have no further obligation Committee, convert into time-based restricted stock units (the “Time-Based Units”) calculated based on a performance period from January 1, 2018 through the end of the fiscal quarter immediately preceding the closing date of the transaction giving rise to the Executive under this Agreement or otherwise, except Change of Control; and provided further that the Executive Date of Issuance in such case shall be entitled December 31, 2020 subject to receive the Accrued Obligations and the following benefits: either (a1) the Company shall pay your continued employment through such date or (2) your Retirement, pursuant to the Executive, within 30 days following the Executive’s Separation from Service Section 3(b)(iii). Upon your termination of employment by Capital One without Cause or for Good Reason (each as defined below), in either case on or prior to the second anniversary of the occurrence of a lumpChange of Control of Capital One and prior to the Date of Issuance with respect to the Time-sum cash amount equal to: Based Units, then notwithstanding anything herein to the contrary, all of the Time-Based Units shall vest and the Shares shall be issuable in full without restrictions on transferability immediately upon the occurrence of your termination of employment following such Change of Control (ito the extent not previously vested or forfeited as provided herein) two times and such date shall be the sum Date of (A) his Salary then in effect and (B) 75% of his then current SalaryIssuance; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that if the Time-Based Units are considered deferred compensation under Section 409A of the Code and not exempt from Section 409A of the Code as a short-term deferral or otherwise, and you are a “specified employee,” as defined in the event of a termination for Good Reason and pursuant to Clause Paragraph 15.1(h)(ii)Reg. Section 1.409A 1(i) or any successor regulation, the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of any such termination of employment without Cause or for Good Reason, you will not be entitled to such vesting earlier than the Executive’s Separation earlier of (i) the date which is six months from Service the date of your “separation from service” (as defined belowin Reg. Section 1.409A 1(h) or any successor regulation) as a result of such termination and (ii) your death. With respect to any Time-Based Units that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state lawhave vested, the Company Shares related thereto shall reimburse be issued to you, in settlement of such vested Time-Based Units, on the Executive on a monthly basis for Date of Issuance. Dividends will be accrued and paid out as additional shares at the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees time of the Company pay for award, as provided in Section 6 below. All Time-Based Units, including your rights thereto and to the same underlying Shares, which do not vest on or similar coverage. For purposes before the Date of Issuance, as provided in this AgreementSection 3, a Change shall immediately be forfeited as of Control shall such Date of Issuance (to the extent not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedpreviously forfeited as provided herein).

Effect of Change of Control. Notwithstanding anything set forth in Section 2(a) or (b) above, if there occurs a Change of Control prior to the other provisions of Paragraph 9.3, in the event that: Vesting Date and: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to Employee is still employed with the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) its Subsidiaries upon the Company fails to renew this Agreement in anticipation of, or within 24 months after, a occurrence of such Change of Control, the Company Performance Restricted Stock Units shall have no further obligation immediately vest and become converted into the right to receive a cash payment equal to the Executive under this Agreement or otherwiseproduct of (x) the total number of Target RSUs and (y) the price per share paid for one share of Common Stock in the Change of Control transaction (such payment, except the Executive “CIC Cashout Amount”), which amount shall be entitled to receive payable on the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash amount equal to: (i) two times the sum of (A) his Salary then in effect and (B) 75% of his then current SalaryVesting Date; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in if, on or after the event Change of a termination Control but prior to the Vesting Date, (A) the Employee’s employment is terminated by the Company and its Subsidiaries without Cause or by the Employee for Good Reason pursuant to Clause Paragraph 15.1(h)(ii)Reason, the annual salary used for computation timing of the payment of the amount otherwise due and payable under this Paragraph 9.4(aSection 2(c) shall be the one in effect prior accelerated and shall be paid to the reduction referred to in Paragraph 15.1(h)(ii); and Employee within ten (b10) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on business days after the date of such termination of employment; or (B) the ExecutiveEmployee’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, employment with the Company shall reimburse and its Subsidiaries is terminated by the Executive on a monthly basis Company and its Subsidiaries for Cause or by the difference between Employee for any reason (other than due to the amount Employee’s death, Disability, Retirement or by the Executive pays to effect and continue such coverage Employee for Good Reason), then the Performance Restricted Stock Units and the employee contribution amount that active senior executive employees of right to receive any cash as set forth in this Section 2(c) shall be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof; or (ii) the Employee has ceased to be employed with the Company pay for the same or similar coverage. For purposes of this Agreement, a its Subsidiaries prior to such Change of Control shall not under circumstances set forth in Section 2(a)(iii) above, the Employee shall, in lieu of the shares of Common Stock otherwise distributable pursuant to Section 2(a)(iii) on the Vesting Date, instead be considered entitled to be anticipated unless receive a cash payment, payable on the Vesting Date, equal to the product of (ax) the sale of CIC Cashout Amount and (y) the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedProration Factor.

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, Upon a Change of Control, a number of Units shall, upon certification of performance by the Company shall have no further obligation Committee, convert into time-based restricted stock units (the “Time-Based Units”) calculated based on a performance period from January 1, 2021 through the end of the fiscal quarter immediately preceding the closing date of the transaction giving rise to the Executive under this Agreement or otherwise, except Change of Control; and provided further that the Executive Date of Issuance in such case shall be entitled December 31, 2023 subject to receive the Accrued Obligations and the following benefits: either (a1) the Company shall pay your continued employment through such date or (2) your Retirement, pursuant to the Executive, within 30 days following the Executive’s Separation from Service Section 3(b)(iii). Upon termination of your employment by Capital One without Cause or by you for Good Reason (each as defined below), in either case on or prior to the second anniversary of the occurrence of a lumpChange of Control of Capital One and prior to the Date of Issuance with respect to the Time-sum cash amount equal to: Based Units, then notwithstanding anything herein to the contrary, all of the Time-Based Units shall vest and the Shares shall be issuable in full without restrictions on transferability immediately upon the occurrence of your termination of employment following such Change of Control (ito the extent not previously vested or forfeited as provided herein) two times and such date shall be the sum Date of (A) his Salary then in effect and (B) 75% of his then current SalaryIssuance; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that if the Time-Based Units are considered deferred compensation under Section 409A of the Code and not exempt from Section 409A of the Code as a short-term deferral or otherwise, and you are a “specified employee,” as defined in the event of a termination for Good Reason and pursuant to Clause Paragraph 15.1(h)(ii)Reg. Section 1.409A 1(i) or any successor regulation, the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of any such termination of employment without Cause or for Good Reason, you will not be entitled to such vesting earlier than the Executive’s Separation earlier of (i) the date which is six months from Service the date of your “separation from service” (as defined belowin Reg. Section 1.409A 1(h) or any successor regulation) as a result of such termination and (ii) your death. With respect to any Time-Based Units that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state lawhave vested, the Company Shares related thereto shall reimburse be issued to you, in settlement of such vested Time-Based Units, on the Executive on a monthly basis for Date of Issuance. Dividends will be accrued and paid out as additional shares at the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees time of the Company pay for award, as provided in Section 6 below. All Time-Based Units, including your rights thereto and to the same underlying Shares, which do not vest on or similar coveragebefore the Date of Issuance, as provided in this Section 3, shall immediately be forfeited as of such Date of Issuance (to the extent not previously forfeited as provided herein). (d) Definitions. (i) For purposes of this Agreement, “Cause” shall mean (1) the willful and continued failure to perform substantially your duties with the Company or any Affiliate (other than any such failure resulting from incapacity due to physical or mental illness or following your delivery of a Change Notice of Control Termination for Good Reason), after a written demand for substantial performance is delivered to you by the Board or the Chief Executive Officer of the Company that specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that you have not substantially performed your duties, or (2) the willful engaging by you in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. No act, or failure to act, on the part of you shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate parent corporation of the Employer and is not publicly-traded, the board of directors (or equivalent management body) of the ultimate parent of the Employer (the “Applicable Board”), (B) the instructions of the Chief Executive Officer of the Company (unless you are the Chief Executive Officer at the time of any such instruction) or (C) the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. The cessation of your employment shall not be considered deemed to be anticipated for Cause unless (a) and until there shall have been delivered to you a copy of a resolution duly adopted by the sale affirmative vote of not less than three-quarters of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) entire membership of the Company and/or its assetsApplicable Board (excluding you, and/or (d) if you are a contract for the sale/purchase member of the Company and/or its assets Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is being/has been negotiated or has been executedprovided to you and you are given an opportunity, together with your counsel, to be heard before the Applicable Board), finding that, in the good faith opinion of the Applicable Board, you are guilty of the conduct described in this Section 3(d)(i), and specifying the particulars thereof in detail.

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, Upon a Change of Control, a number of Units shall, upon certification of performance by the Company shall have no further obligation Committee, convert into time-based restricted stock units (the “Time-Based Units”) calculated based on a performance period from January 1, 2016 through the end of the fiscal quarter immediately preceding the closing date of the transaction giving rise to the Executive under this Agreement or otherwise, except Change of Control; and provided further that the Executive Date of Issuance in such case shall be entitled December 31, 2018 subject to receive the Accrued Obligations and the following benefits: either (a1) the Company shall pay your continued employment through such date or (2) your Retirement, pursuant to the Executive, within 30 days following the Executive’s Separation from Service Section 3(b)(iv). Upon your termination of employment by Capital One without Cause or for Good Reason (each as defined below), in either case on or prior to the second anniversary of the occurrence of a lumpChange of Control of Capital One and prior to the Date of Issuance with respect to the Time-sum cash amount equal to: Based Units, then notwithstanding anything herein to the contrary, all of the Time-Based Units shall vest and the Shares shall be issuable in full without restrictions on transferability immediately upon the occurrence of your termination of employment following such Change of Control (ito the extent not previously vested or forfeited as provided herein) two times and such date shall be the sum Date of (A) his Salary then in effect and (B) 75% of his then current SalaryIssuance; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that if the Time-Based Units are considered deferred compensation under Section 409A of the Code and not exempt from Section 409A of the Code as a short-term deferral or otherwise, and you are a “specified employee,” as defined in the event of a termination for Good Reason and pursuant to Clause Paragraph 15.1(h)(ii)Reg. Section 1.409A 1(i) or any successor regulation, the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of any such termination of employment without Cause or for Good Reason, you will not be entitled to such vesting earlier than the Executive’s Separation earlier of (i) the date which is six months from Service the date of your “separation from service” (as defined belowin Reg. Section 1.409A 1(h) or any successor regulation) as a result of such termination and (ii) your death. With respect to any Time-Based Units that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state lawhave vested, the Company Shares related thereto shall reimburse be issued to you, in settlement of such vested Time-Based Units, on the Executive on a monthly basis for Date of Issuance. Dividends will be accrued and paid out as additional shares at the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees time of the Company pay for award, as provided in Section 6 below. All Time-Based Units, including your rights thereto and to the same underlying Shares, which do not vest on or similar coverage. For purposes before the Date of Issuance, as provided in this AgreementSection 3, a Change shall immediately be forfeited as of Control shall such Date of Issuance (to the extent not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedpreviously forfeited as provided herein).

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, anything set forth in the event that: (iSection 2(a) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iiib) the Company fails to renew this Agreement in anticipation ofabove, or within 24 months after, if there occurs a Change of Control, the Company following rules shall have no further obligation apply with respect to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefitsRSUs granted hereunder: (ai) the Company shall pay With respect to the ExecutiveTime-Based RSUs, within 30 days following the Executive’s Separation from Service (as defined below), if a lump-sum cash amount equal to: (i) two times the sum Change of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect Control occurs prior to the reduction referred Vesting Date, and the Employee is still employed with the Company or its Subsidiaries upon the occurrence of such Change of Control, all Time-Based RSUs granted hereunder shall immediately vest and become converted into the right to receive a cash payment equal to the product of (x) the total number of such Time-Based RSUs and (y) the price per share paid for one share of Common Stock in Paragraph 15.1(h)(iithe Change of Control transaction (such price, the “CIC Price”), which cash payment shall be made as soon as practicable following the Change of Control (but in no event later than 90 days following such event); and (bii) during With respect to the portionPerformance-Based RSUs, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control occurs, and the Employee is still employed with the Company or its Subsidiaries upon the occurrence of such Change of Control, if (A) such Change of Control occurs prior to the Determination Date, only the number of Target Performance-Based RSUs granted hereunder shall not immediately vest (and all other Performance-Based RSUs shall be considered forfeited by the Employee without consideration), and shall become converted into the right to receive a cash payment equal to the product of (x) the total number of such Performance-Based RSUs and (y) the CIC Price (and all other Performance-Based RSUs granted hereunder shall be forfeited upon such event), but if (B) such Change of Control occurs after the Determination Date but before the date the Performance-Based RSUs are settled under Section 2(b)(iii) above, only the number of Performance-Based RSUs granted hereunder that become vested under Section 2(b)(ii) above shall become converted into the right to receive a cash payment equal to the product of (x) the total number of such Performance-Based RSUs and (y) the CIC Price (and all other Performance-Based RSUs granted hereunder shall be forfeited upon such event); and in either event described in clause (A) or (B) above occurs, such cash payment shall be made as soon as administratively practicable following the Vesting Date (but in no event later than December 31, 2012); (iii) Notwithstanding Section 2(c)(ii) above, if, following the occurrence of a Change of Control but prior to the Vesting Date, (A) the Employee’s employment is terminated by the Company and its Subsidiaries without Cause or by the Employee for Good Reason, the timing of the payment of the amount otherwise due and payable under Section 2(c)(ii)(A) or (B), as applicable, shall be accelerated and shall be paid to the Employee as soon as practicable following such termination of employment; or (B) the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries for Cause or by the Employee for any reason (other than due to the Employee’s death, Disability, Retirement or by the Employee for Good Reason), then the Performance-Based RSUs and the right to receive any cash as set forth in Section 2(c)(ii)(A) or (B), as applicable, shall be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof; but if (iv) the Employee has ceased to be anticipated unless employed with the Company or its Subsidiaries prior to such Change of Control under circumstances set forth in Section 2(a)(iii) and Section 2(b)(i)(C) above, the Employee shall, in lieu of the number of Prorated Time-Based Shares and Prorated Performance-Based Shares otherwise distributable pursuant to Section 2(a)(iii) and Section 2(b)(i)(C), instead be entitled to receive a cash payment, equal to the product of (ax) the sale total number of such Time-Based Shares and Prorated Performance-Based Shares and (y) the Company is being actively marketed, CIC Price. This cash payment shall be made as soon as practicable following the Change of Control (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedbut in no event later than 90 days following such event).

Effect of Change of Control. Notwithstanding (a) If within two years following a "Change of Control" (as hereinafter defined ), Executive terminates her employment with the other provisions of Paragraph 9.3, in the event that: Company for Good Reason (ias hereinafter defined) or the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his 's employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation ofany reason other than Cause or disability, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following : (1) an amount equal to three times the Executive’s Separation from Service 's Base Salary as of the date of termination; (as defined below), a lump-sum cash 2) an amount equal to: (i) two to three times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a average annual cash bonus paid to Executive for the then current two fiscal year years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to 75% of his Salary thirty-six (irrespective of whether performance objectives have been achieved); plus (iii36) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of termination; and (4) a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior lump sum payment equal to the reduction referred to actuarial equivalent (determined by the Company in Paragraph 15.1(h)(iigood faith with assistance of its accountants or actuaries); and (b) during the portion, if any, of the 24-month benefit which would have accrued under the Zale Delaware, Inc. Supplemental Executive Retirement Plan ("SERP") xx (i) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year (unless otherwise limited "Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by COBRA or similar state lawsuch Executive in a Plan Year during the three (3) commencing year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of her monthly Base Salary on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale a Potential Change of the Company is being actively marketedControl, (b) a letter the Change of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, Control or (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) the date of the Company and/or its assets, and/or (d) a contract for the sale/purchase her termination of the Company and/or its assets is being/has been negotiated or has been executedemployment.

Effect of Change of Control. Notwithstanding (a) If a Change of Control occurs more than four months before the other provisions end of Paragraph 9.3the Restricted Period, the Grantee may elect to become vested in respect of a fraction of the Deferred Shares, the numerator of which is the number of full calendar months in the Performance Period prior to the effective date of such Change of Control in which the Grantee maintained Continuous Status with the Employers, and the denominator of which is 26, in lieu of continuing the event that: Grantee's participation in the 2003-05 Incentive Program for the remainder of the Restricted Period. Such an election must be made in writing to the Compensation Committee before or within 30 days after the occurrence of such Change of Control and no later than four months before the end of the Restricted Period. If such election is made, distribution of shares of Common Stock under Section 8 shall be made before or within 15 days after the later of the occurrence of such Change of Control or the delivery of such writing. If such an election is made, the Grantee shall forfeit the remainder of the Deferred Shares, regardless of whether the Performance Goals ultimately are attained, unless subsection 10(b) applies. If the Grantee terminates employment within 30 days after the occurrence of a Change of Control that occurs more than four months before the end of the Restricted Period, the Grantee shall be deemed to have made and perfected an election under this subsection at the time of such termination of employment. (b) If a Change of Control occurs after the beginning but before the end of the Restricted Period, then the Grantee shall become vested in respect of all of the Deferred Shares, regardless of whether the Performance Goals ultimately are attained, in each of the following events: (i) the Company terminates the Executive’s employment without Cause Upon or in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a connection with such Change of Control, a successor acquires substantially all of the Company shall have no further obligation to assets and business of the Executive under this Agreement Corporation or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash amount equal to: (i) two times the sum of Bank (A) his Salary then without assuming (directly or through an affiliate) the Plan, the 2004 ECP, the 2003-05 Incentive Program and this Agreement in effect and respect of the Grantee or (B) 75% if a written employment agreement between the Grantee and the Corporation or a Subsidiary is in effect or becomes effective at the time of his then current Salary; plus such Change of Control, without either (I) assuming or agreeing to honor such agreement for the balance of the term thereof or (II) entering into a new written employment agreement with the Grantee which amends or supersedes such agreement. (ii) a bonus for the then current fiscal year equal Upon or after such Change of Control, and prior to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii)Restricted Period, the annual salary used for computation under this Paragraph 9.4(a) shall be Corporation, any Subsidiary or a successor to the one in effect Corporation or any Subsidiary terminates the Grantee's employment without Cause prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, end of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage term provided for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference in any written employment agreement between the amount the Executive pays to effect and continue such coverage Grantee and the employee contribution amount Corporation or such Subsidiary or successor that active senior executive employees of the Company pay for the same is in effect or similar coverage. For purposes of this Agreement, a becomes effective upon such Change of Control shall not be considered to be anticipated unless (a) or in any new written agreement between the sale of Grantee and the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated Corporation or has been executedsuch Subsidiary or successor which amends or supercedes any such agreement.

Effect of Change of Control. Notwithstanding the other provisions (a) If within two years following a "Change of Paragraph 9.3Control" (as hereinafter defined ), in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment with the Company for Good Reason pursuant to a notice of termination delivered to (as hereinafter defined) or the Company in anticipation ofterminates Executive's employment for any reason other than Cause or disability, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following : (1) an amount equal to three times the Executive’s Separation from Service 's Base Salary as of the date of termination; (as defined below), a lump-sum cash 2) an amount equal to: (i) two to three times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a average annual cash bonus paid to Executive for the then current two fiscal year years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to 75% of his Salary thirty-six (irrespective of whether performance objectives have been achieved); plus (iii36) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of termination; and (4) a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior lump sum payment equal to the reduction referred to actuarial equivalent (determined by the Company in Paragraph 15.1(h)(iigood faith with assistance of its accountants or actuaries); and (b) during the portion, if any, of the 24-month benefit which would have accrued under the Zale Delaware, Inc. Supplemental Executive Retirement Plan ("SERP") ix (x) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year (unless otherwise limited "Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by COBRA or similar state lawsuch Executive in a Plan Year during the three (3) commencing year period ending on the last day of the Plan Year immediately preceding the Plan Year in which his employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale a Potential Change of the Company is being actively marketedControl, (b) a letter the Change of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, Control or (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) the date of the Company and/or its assets, and/or (d) a contract for the sale/purchase his termination of the Company and/or its assets is being/has been negotiated or has been executedemployment.

Effect of Change of Control. Notwithstanding (a) If within two years following a "Change of Control" (as hereinafter defined ), Executive terminates her employment with the other provisions of Paragraph 9.3, in the event that: Company for Good Reason (ias hereinafter defined) or the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his 's employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation ofany reason other than Cause or disability, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following : (1) an amount equal to three times the Executive’s Separation from Service 's Base Salary as of the date of termination; (as defined below), a lump-sum cash 2) an amount equal to: (i) two to three times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a average annual cash bonus paid to Executive for the then current two fiscal year years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to 75% of his Salary thirty-six (irrespective of whether performance objectives have been achieved); plus (iii36) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of termination; and (4) a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior lump sum payment equal to the reduction referred to actuarial equivalent (determined by the Company in Paragraph 15.1(h)(iigood faith with assistance of its accountants or actuaries); and (b) during the portion, if any, of the 24-month benefit which would have accrued under the Zalx Xxlaware, Inc. Supplemental Executive Retirement Plan ("SERP") if (i) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year (unless otherwise limited "Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by COBRA or similar state lawsuch Executive in a Plan Year during the three (3) commencing year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of her monthly Base Salary on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale a Potential Change of the Company is being actively marketedControl, (b) a letter the Change of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, Control or (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) the date of the Company and/or its assets, and/or (d) a contract for the sale/purchase her termination of the Company and/or its assets is being/has been negotiated or has been executedemployment.

Effect of Change of Control. Notwithstanding (a) If within two years following a “Change of Control” (as hereinafter defined ), Executive terminates her employment with the other provisions of Paragraph 9.3, in the event that: Company for Good Reason (ias hereinafter defined) or the Company terminates the Executive’s employment without for any reason other than Cause in anticipation ofor disability, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following : (1) an amount equal to three times the Executive’s Separation from Service Base Salary as of the date of termination; (as defined below), a lump-sum cash 2) an amount equal to: (i) two to three times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a average annual cash bonus paid to Executive for the then current two fiscal year years immediately preceding the date of termination; (3) all benefits under the Company’s various benefit plans, including group healthcare, dental and life, for the period equal to 75% of his Salary thirty-six (irrespective of whether performance objectives have been achieved); plus (iii36) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of termination; and (4) a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior lump sum payment equal to the reduction referred to actuarial equivalent (determined by the Company in Paragraph 15.1(h)(iigood faith with assistance of its accountants or actuaries); and (b) during the portion, if any, of the 24-month benefit which would have accrued under the Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if (i) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP’s plan year (unless otherwise limited “Plan Year”) in which the Executive’s employment with the Company terminated (“Measurement Period”), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by COBRA or similar state lawsuch Executive in a Plan Year during the three (3) commencing year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her employment with the Company terminated, and (iii) the Executive’s final average pay during the Measurement Period is the greater of her monthly Base Salary on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale a Potential Change of the Company is being actively marketedControl, (b) a letter the Change of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, Control or (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) the date of the Company and/or its assets, and/or (d) a contract for the sale/purchase her termination of the Company and/or its assets is being/has been negotiated or has been executedemployment.

Effect of Change of Control. Notwithstanding the other provisions (i) Change of Paragraph 9.3Control Occurring Prior to April 30, in 2006. In the event that: that within one year following a Change of Control (such Change of Control occurring prior to April 30, 2006) the Board of Directors terminates Rose's service under this Agreement Without Cause, or Rose terminates his service under this Agreement for Good Reason, Rose shall be entitled (in lieu of the compensation and benefits provided pursuant to 9(d)) to the payment of three (3) times Rose's Base Remuneration for the year in which the Change of Control shall occur. In addition, upon such termination, all unvested stock options shall vest and all restrictions shall be removed from the restricted stock grant shares. Rose shall have two (2) years from the date of such termination to exercise all vested stock options. (ii) Change of Control Occurring After April 30, 2006. In the event that within one year following a Change of Control (such Change of Control occurring after April 30, 2006) the Board of Directors terminates Rose's service under this Agreement Without Cause, or Rose terminates his service under this Agreement for Good Reason, Rose shall be entitled (in lieu of the compensation and benefits provided pursuant to 9(d)) to a lump sum payment equal to the sum of (i) the Company terminates remainder of the Executive’s employment without Cause in anticipation ofsalary payments under Section 3 of this Agreement for the period May 1, or pursuant to a notice of termination delivered to the Executive within 24 months after2006 through April 30, a Change in Control2009; and (ii) the Executive terminates his employment for Good Reason pursuant to a notice value of termination delivered to the Company in anticipation ofbenefits under Sections 4, or within 24 months after, a Change in Control; or (iii) the Company fails to renew 6 and 7 of this Agreement (excluding the use of the Xxxxxxx airplane as provided in anticipation ofSection 4(b)), or within 24 months afterincluding without limitation the value of the right to continued medical insurance and annual company physicals through April 30, a Change of Control2009. In addition, upon such termination, all unvested stock options shall vest and all restrictions shall be removed from the Company restricted stock grant shares. Rose shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: two (a2) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash amount equal to: (i) two times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid years from the date of such termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedexercise all vested stock options.

Effect of Change of Control. Notwithstanding the other provisions of Paragraph 9.3, in In the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service Control (as defined below), then: (a) Company shall pay to Executive, in a lump-lump sum cash and without discount to present value, an amount equal to: (i) two times to the sum of (A) his Salary then annual base salary, as set forth in effect and (B) 75% of his then current Salary; plus (ii) a bonus paragraph 3(a), due to Executive for the then current fiscal year equal to 75% balance of his Salary the term, but in no event shall such payment total less than fifty thousand dollars (irrespective of whether performance objectives have been achieved$50,000); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and; (b) during Company shall pay to Executive, in a lump sum and without discount to present value, Executive's accrued but unpaid bonus; (c) At the portionelection of Executive, Company shall (i) provide to Executive and his spouse and dependents (if any), for a period of twelve (12) months, medical benefits which shall be comparable to the benefits received by Executive at the time of termination of his employment; or (ii) provide to Executive additional compensation, payable on a monthly basis, which would approximate the cost to Executive to obtain such comparable benefits; (d) Company shall reimburse Executive for Executive's business expenses incurred through the effective date of the 24-month period termination; (unless otherwise limited by COBRA e) Irrespective of anything included in the agreements memorializing them, the vesting conditions imposed on any stock options, warrants or similar state law) commencing other rights subject to vesting shall be accelerated and shall vest on the date of Executive's termination and Executive shall have a period of twelve (12) months to exercise such stock options, warrants or other rights (the "Exercise Period"). If Executive’s Separation 's stock, stock options, warrants or other securities are subject to any restriction that prevents their immediate sale in the marketplace, then Company shall, at the request of Executive, purchase such securities, or any part of them, from Service (as defined below) that Executive at their fair market value. Executive may exercise this right at any time and from time-to-time during the Exercise Period. Executive is eligible shall not be required to elect and elects to continue coverage for himself and his eligible dependents under mitigate the Company’s or an affiliate’s group heath plan amount of any payment made pursuant to COBRA this paragraph 12 by seeking other employment or similar state lawotherwise, the Company and no such payment shall reimburse the Executive on a monthly basis for the difference between be offset or reduced by the amount the of any compensation or benefits provided to Executive pays in any subsequent employment. The provisions of this paragraph 12 shall be in lieu of any remedy or damages to effect and continue which Executive may be entitled by reason of a breach of this Agreement by Company, whether such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same remedy may be recovered at law or similar coveragein equity. For purposes of this Agreementparagraph 12, a Change of Control shall be defined as a transfer or acquisition by a third party of at least thirty percent (30%) of Company's capital stock in one or a series of transactions. A "third party" shall not be considered to be anticipated unless include any employee benefit plan maintained by Company or any corporation or entity in which Company holds fifty percent (a50%) the sale of more of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedvoting securities.

Effect of Change of Control. Notwithstanding The Executive and the Company are --------------------------- parties to an Employment Agreement dated as of November 1, 2000 (the "Change of Control Agreement"), which provides for the terms and conditions of the Executive's employment and for certain severance pay and other provisions benefits following a "Change of Paragraph 9.3, Control" (as defined in the event that: Change of Control Agreement). If the Effective Date (as defined in the Change of Control Agreement) occurs during the Term of this Agreement, then notwithstanding any other provision of this Agreement or of the Change of Control Agreement, (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice Change of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew Control Agreement shall supersede this Agreement in anticipation of, or within 24 months after, a for the duration of the Employment Period under the Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwiseControl Agreement, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash amount equal to: (i) two times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that 's employment, the Executive is eligible (or his estate, in the event of his death) may elect to elect have either Section 5 of this Agreement or Sections 6 through 8 of the Change of Control Agreement (but not both) apply to such termination, and elects (ii) if the Term of this Agreement ends after the end of such Employment Period, and the Executive remains employed by the Company immediately following the end of such Employment Period, this Agreement shall be reinstated as of the end of such Employment Period and shall govern the Executive's employment for the remainder of the Term of this Agreement. If the Executive becomes entitled to continue coverage for himself and his eligible dependents under make the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state lawelection contemplated by clause (i) of the preceding sentence, the Company shall reimburse give the Executive on a monthly basis for written notice in accordance with Section 11(b) that he has the difference between the amount right to such election. If the Executive pays fails to effect and continue make such coverage and an election affirmatively, he shall be deemed for all purposes to have elected to have the employee contribution amount that active senior executive employees provisions of Sections 6 through 8 of the Company pay for the same or similar coverage. For purposes Change of Control Agreement, rather than Section 5 of this Agreement, a Change of Control shall not be considered apply to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executedsuch termination.