Common use of Effect of Termination of Employment Clause in Contracts

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. Upon termination of Executive's employment and this Agreement, the rights and obligations of the parties pursuant to Sections 7 through 14 and Section 16 shall be unaffected, but all other rights and obligations of the parties hereunder shall cease, except: (a) Upon the effective date of termination of the Employee's employment If this Agreement is terminated pursuant to Section 6, Section 7(a4(a) or Section 7(c(b), Executive (or his estate) hereofshall receive his base salary and benefits (as applicable) accrued through the end of the calendar month in which such termination occurs (including his then vested Options and Participation Grants under the Stock Plan and the Performance Plan) and his annual base salary and benefits (as applicable) for a period of twelve (12) calendar months thereafter (according to the same payroll practices that are in effect at the time of termination). In addition, neither the Employee nor the Employee's beneficiaries Executive (or estate his estate) shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receivereceive a lump sum payment, within 30 ten days of any such termination, equal to the Termination Date: (i) maximum bonus for which Executive was eligible in the unpaid year in which such termination occurs, plus payment for his accrued but untaken vacation for the portion of the Base Salary provided for year in Section 5(a), computed on a pro rata basis which such termination occurs. Any unvested Options and Participation Grants awarded granted to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion Executive under terms of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary Stock Plan and the Performance Plan shall be employed by the Corporation as of the end of such fiscal yearforfeited. (b) Upon the termination of the Employee's employment If this Agreement is terminated pursuant to Section 7(b4(c) or 4(g), neither Executive shall receive his base salary and benefits accrued through the Employee nor date of such termination of employment (including his then vested Options and Participation Grants under the Employee's beneficiaries or estate shall have any further rights Stock Plan and the Performance Plan). Any unvested Options and Participation Grants under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion terms of the Base Salary, computed on a pro rata basis, for Stock Plan and the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)Performance Plan shall be forfeited. (c) The Employee's obligations under Sections 9If this Agreement is terminated pursuant to Section 4 (d), 10 Executive shall receive (i) his base salary and 11 benefits (as applicable) accrued through the end of this Agreementthe calendar month in which such termination occurs, (ii) his base salary for a period of twelve (12) calendar months thereafter (according to the same payroll practices that are in effect at the time of termination), and (iii) his benefits (as applicable) for the remainder of the Initial Period or for a period of twelve (12) months, whichever is shorter, or for the remainder of the applicable Annual Extension, as the case may be. In addition, Executive shall receive a lump sum payment for his accrued but untaken vacation for the portion of the year in which such termination occurs. Notwithstanding the terms of the Stock Plan and the Performance Plan and any Options and Participation Grants awarded to Executive thereunder and outstanding immediately prior to such termination, 1/36 of such Options and Participation Grants shall become exercisable and fully vested for each full month of continuous service with the Company subsequent to the date of the grant thereof and for an additional twelve (12) full months thereafter (so that, for example, if such termination occurs after eighteen months of continuous service, 30/36 of such Options and Participation Grants would become exercisable and fully vested), and the Corporation's obligations under this Section 8balance, if any, shall survive the termination of be forfeited. (d) If this Agreement is terminated pursuant to Section 4(e), Executive shall receive his base salary and benefits (as applicable) for a period of twelve (12) calendar months after the date of such termination (according to the same payroll practices that are in effect at the time of termination). Any unvested Options and Participation Grants under the terms of the Stock Plan and the termination Performance Plan shall be forfeited. (e) If this Agreement is terminated pursuant to Section 4(f), Executive shall receive his base salary for the remainder of the Employee's calendar year in which such termination occurs and benefits (as applicable) for the remainder of the Initial Period or the applicable Annual Extension, as the case may be. In addition, Executive shall receive a lump sum payment equal to two times his then current annual base salary, plus two times the maximum bonus for which Executive was eligible in the year in which such termination occurs. Notwithstanding the terms of the Stock Plan and the Performance Plan and any Options and Participation Grants awarded to Executive thereunder, all such Options and Participation Grants outstanding thereunder immediately prior to such termination shall immediately become exercisable and fully vested. (f) All shares of stock, options and warrants held by Executive at the time of termination shall remain subject to the terms of the Stock Plan and the agreements pursuant to which they were issued. (g) If Executive accepts alternative employment hereunderat any time during which payments are being made and/or benefits are being provided to Executive under Section 5(c) or 5(d), the Company may (i) offset the amount of base salary paid to Executive by his new employer against the amounts of base salary otherwise payable thereunder from and after the effective date of such alternative employment and (ii) if Executive’s new employer provides group medical, dental and/or life insurance coverages, the Company’s obligation to provide such coverages hereunder shall cease upon the effectiveness of his new coverages.

Effect of Termination of Employment. (a) Upon In the effective date event of termination a Termination of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereofEmployment, neither the Employee nor the Employee's his estate or beneficiaries or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (ia) the unpaid portion of the Base Salary, computed on a pro rata basis, for Salary which accrued with respect to the period from prior to the Commencement Termination Date until the first anniversary but which remained unpaid as of the Termination Date, payable ; (b) the aggregate amount of Reimbursable Expenses which were incurred prior to the Termination Date but which were not reimbursed by the Company as provided in such installments as the Base Salary was paid Section 5(d) prior to the Termination Date; and (iic) any other benefits, including, without limitation, any accrued vacation payable in accordance with the policies of the Company from time to time in effect for the officers of the Company; and provided, however, that if the Termination of Employment is pursuant to a Termination Without Cause or a Resignation for Good Reason (as defined in paragraph (e) below), then, in addition to the amounts computed pursuant to Sections 11(a) through 11(c), the Employee shall have the right to receive as severance compensation an amount equal to the pro-rata portion of the applicable bonus provided for in Section 5(b) plus the greater of (A) 100% of one year’s Base Salary (as of the Termination Date) to be paid until the later to occur of (x) the paymentssecond anniversary of the Effective Date and (y) the first anniversary of the Termination Date and (B) 1/12th of one year’s Base Salary (as of the Termination Date) for each year (not to exceed 30 years in the aggregate) that the Employee was employed by the Company (and its predecessors-in-interest), if any, the amount referred to in Sections 8(a)(iiclause (A) or (B), as the case may be, to be payable at the same times at which and in the same manner in which the Base Salary would have been payable to the Employee had the Termination of Employment not occurred (iiithe amount payable by the Company to the Employee pursuant to this proviso being hereinafter referred to as the “Severance Compensation”); provided further, however, in the event that, at any time after the Expiration Date, there occurs a Termination of Employment pursuant to a Termination Without Cause, the Company shall pay the Severance Compensation to the Employee as if the Expiration Date had not occurred. (cd) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and Upon the termination of the Employee's ’s employment hereunderby reason of “retirement” (as defined in the Company’s Health and Welfare Plan for Early Retirees (the “Retiree Plan”)), the Employee (and his or her eligible spouse and dependents) shall be entitled to receive post-retirement medical insurance coverage pursuant to the terms of the Retiree Plan, for which the cost of premiums shall be paid by the Employee (or such spouse and/or dependents). In the event that the Retiree Plan is no longer in effect (or if otherwise necessary for tax and legal purposes), the Company shall make available equivalent coverage to the Employee (and such spouse and/or dependents) at substantially the same cost to the Employee (and such spouse and/or dependents) as would have been charged under the Retiree Plan as of the earlier of the date the Retiree Plan is terminated and the time of the Employee’s retirement (“Equivalent Retiree Coverage”); provided, however, that the Company may increase the premium charged to the Employee (and such spouse and/or dependents) based on the increase in cost, if any, to provide the Retiree Plan that may arise after the Employee’s retirement. The Company shall take all action necessary to ensure that the Equivalent Retiree Coverage, if any, shall be provided other than pursuant to the terms of a self-insured medical reimbursement plan that does not satisfy the requirements of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended. (e) For purposes of this Section 11, “Resignation for Good Reason” means the Employee’s resignation as a result of Employee’s reassignment to an office location greater than 25 miles from the office location Employee utilized as of the Effective Date.

Effect of Termination of Employment. Upon termination of Employee's employment and this Agreement, the rights and obligations of the parties pursuant to Sections 7 through 14 and Sections 16 and 17 shall be unaffected, but all other rights and obligations of the parties hereunder shall cease, except: (a) Upon If the effective date of termination Agreement is terminated pursuant to Section 4(a), all of the Employee's employment pursuant rights to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights receive compensation and benefits under this Agreement or any claims against shall terminate as of the Corporation arising out date of this Agreementsuch termination, except the right to receiveas otherwise mandated by law, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, and the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal bonus with respect to the year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearin which termination occurs. (b) Upon the termination of the Employee's employment If this agreement is terminated pursuant to Section 7(b4(d), neither the Company shall continue to pay Employee nor (or his estate), his Annual Base Salary at the Employee's beneficiaries or estate shall have any further rights under time of termination described in Section 3(a) of this Agreement for one (1) year, a pro rata bonus under Section 3(b) for the period through the date of termination, and a bonus under Section 3(b) for the twelve month period following the termination (collectively, "Severance Pay"). The Severance Pay shall be paid to Employee (or his estate) on the regular pay periods established by the Company, but at least on a monthly basis, and shall be subject to withholding and other applicable taxes. Notwithstanding the terms of any option plan or any claims against the Corporation arising out equity awards granted to Employee thereunder, all such options and equity awards outstanding immediately prior to such termination shall immediately become exercisable. If Employee has been found to have in any manner breached Section 7 of this Agreement, except then the right Company's duty to receive: (ipay any Severance Pay to Employee under this Section 5(b) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period this Agreement shall terminate from the Commencement Date until date on which it is determined that said breach occurred and Employee shall immediately reimburse the Company for any Severance Pay payments made by the Company to Employee after the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)date on which said breach occurred. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of If this Agreement and is terminated pursuant to Section 4(b) or 4(c), Employee (or his estate) shall receive his annual base salary for the termination remainder of the Employee's employment hereundercalendar year in which such termination occurs (according to the same payroll practices in effect at the time of termination) and benefits (as applicable) for the remainder of the year and six months of the following year. Notwithstanding the terms of any option plan or any equity awards granted to Employee thereunder, all such options and equity awards outstanding immediately prior to such termination shall immediately become exercisable.

Effect of Termination of Employment. If the Optionee’s employment is terminated, the following shall apply: (a) Upon if the effective Optionee’s employment with the Company or any of its Subsidiaries is terminated for Cause (as defined below), any portion of the Option that has not been exercised on the date of the Optionee’s termination of employment, whether vested or unvested, shall be immediately forfeited; (b) if the Employee's Optionee’s employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither with the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement Company or any claims against of its Subsidiaries is terminated by the Corporation arising out of this AgreementCompany without Cause or the Optionee terminates his employment with Good Reason, except the right to receive, within 30 days any portion of the Termination Date: Option that has not vested on the date of Optionee’s termination of employment shall be forfeited, and any portion of the Option that has vested may be exercised until the earlier of (i) the unpaid Expiration Date and (ii) the date that is one hundred eighty (180) days after the date of the Optionee’s termination of employment; (c) if the Optionee resigns without Good Reason or for any reason other than death or Disability (as defined below), any portion of the Base Salary provided for in Section 5(a)Option that has not vested on the date of the Optionee’s termination of employment shall be immediately forfeited, computed on a pro rata basis to and any portion of the Termination Option that has vested may be exercised until the earlier of (i) the Expiration Date, or (ii) the date that is thirty (30) days after the date of the Optionee’s termination of employment; (d) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due to a Disability (as defined below), any portion of the Option that has not vested on the date of Optionee’s termination of employment and that does not vest pursuant to Section 5(f) shall be forfeited, and any portion of the Option that has vested, or that vests pursuant to Section 5(f) below, may be exercised until the earlier of (i) the Expiration Date and (ii) reimbursement for the date that is twelve (12) months after the later of the date of the Optionee’s termination due to Disability or the date of any expenses for which the Employee shall not have theretofore been reimbursed, as provided in subsequent vesting pursuant to Section 5(d)5(f) below; and (iiie) if the unpaid Optionee’s employment with the Company or any of its Subsidiaries is terminated due to death, any portion of any amounts earned by the Employee prior to Option that has not vested on the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms date of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the Optionee’s termination of the Employee's employment and that does not vest pursuant to Section 7(b)5(f) shall be forfeited, neither and any portion of the Employee nor Option that has vested, or that vests pursuant to Section 5(f) below, may be exercised by the Employee's beneficiaries Optionee’s personal representative or the administrators of the Optionee’s estate shall have or by any further rights under this Agreement Person or any claims against Persons to whom the Corporation arising out Option has been transferred by will or the applicable laws of this Agreement, except descent and distribution until the right to receive: earlier of (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Expiration Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and and (ii) the payments, if any, referred date that is twelve (12) months after the later of the date of the Optionee’s death or the date of any subsequent vesting pursuant to in Sections 8(a)(iiSection 5(f) and (iii)below. (cf) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due to a Disability (as defined below) or death, then (x) upon such termination, the portion of such Time-Based Option that otherwise, absent such termination, would vest during the 12-month period following the date of such termination shall vest on the date of termination, and (y) the Performance-Based Option shall vest through any Performance-Vesting Date that occurs during the 12-month period following the date of termination. The Employee's obligations under Sections 9, 10 and 11 number of Time-Based Options deemed exercisable upon termination shall be calculated after giving effect to the acceleration of vesting specified in this clause (f). Notwithstanding anything to the contrary in (d) or (e) of this AgreementSection 5, if the date on which the Optionee ceases to be an employee of the Company or any of its Subsidiaries due to Disability or death is within six (6) months of the Grant Date of the Option, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination Optionee is an officer or director of the Employee's employment hereunderCompany subject to Section 16(b) of the Exchange Act, this Option shall not become fully exercisable until six (6) months and one day after the Grant Date.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's Xxxxxxxx’x employment pursuant to Section 6, Section 7(a) or Section 7(c) hereoffor Cause, neither the Employee he nor the Employee's Xxxxxxxx’x beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: receive (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; Date as described in Section 4.1(a)(the “Unpaid Salary Amount”), and (ii) reimbursement for any expenses for which the Employee he shall not have theretofore been reimbursed, as provided in Section 5(d4.4 (the "Expense Reimbursement Amount"); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of Xxxxxxxx’x employment by the Employee's employment pursuant to Section 7(b)Company Without Cause or by Xxxxxxxx for Good Reason, neither the Employee he nor the Employee's Xxxxxxxx’x beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: receive (i) the unpaid portion of the Base SalaryUnpaid Salary Amount, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsExpense Reimbursement Amount, if any(iii) a severance compensation equal to the greater of (a) the remaining balance of the Term, referred to in Sections 8(a)(iiinclusive of commissions, or (b) twelve months, inclusive of commissions, and (iii).iv) continuation of health care benefits as set forth in paragraph 4.4 for the remainder of the Term (c) The Employee's obligations In the event Xxxxxxxx resigns from employment prior to the end of the Term, neither he nor Xxxxxxxx’x beneficiaries or estate shall have any further rights under Sections 9, 10 and 11 this Agreement or claims against the Company arising out of this AgreementAgreement except the right to receive (i) the Unpaid Salary Amount, and (ii) the Corporation's obligations Expense Reimbursement Amount. (d) Notwithstanding the preceding provisions of this Section 8, in the event the payments to be received by the employee would constitute an "excess parachute payment" under the Internal Revenue Code of 1986, and applicable regulations as then in effect, then such payments shall be reduced accordingly so as not to constitute an "excess parachute payment." (e) In the event of any termination of Xxxxxxxx’x employment under this Section 8, shall survive the termination of this Agreement Company will take any and the termination all steps necessary to remove Xxxxxxxx from any personal guarantees undertaken by him on behalf of the Employee's Company during his employment hereunderwith the Company.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's Xxxxxxx’x employment pursuant to Section 6, Section 7(a) or Section 7(c) hereoffor Cause, neither the Employee he nor the Employee's Xxxxxxx’x beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: receive (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; Date as described in Section 4.1(a)(the “Unpaid Salary Amount”), and (ii) reimbursement for any expenses for which the Employee he shall not have theretofore been reimbursed, as provided in Section 5(d4.4 (the "Expense Reimbursement Amount"); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of Xxxxxxx’x employment by the Employee's employment pursuant to Section 7(b)Company Without Cause or by Xxxxxxx for Good Reason, neither the Employee he nor the Employee's Xxxxxxx’x beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: receive (i) the unpaid portion of the Base SalaryUnpaid Salary Amount, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsExpense Reimbursement Amount, if any(iii) a severance compensation equal to the greater of (a) the remaining balance of the Term, referred to in Sections 8(a)(iiinclusive of commissions, or (b) twelve months, inclusive of commissions, and (iii)iv) continuation of health care benefits as set forth in paragraph 4.4 for the remainder of the Term. (c) The Employee's obligations In the event Xxxxxxx resigns from employment prior to the end of the Term, neither he nor Xxxxxxx’x beneficiaries or estate shall have any further rights under Sections 9, 10 and 11 this Agreement or claims against the Company arising out of this AgreementAgreement except the right to receive (i) the Unpaid Salary Amount, and (ii) the Corporation's obligations Expense Reimbursement Amount. (d) Notwithstanding the preceding provisions of this Section 8, in the event the payments to be received by the employee would constitute an "excess parachute payment" under the Internal Revenue Code of 1986, and applicable regulations as then in effect, then such payments shall be reduced accordingly so as not to constitute an "excess parachute payment." (e) In the event of any termination of Xxxxxxx’x employment under this Section 8, shall survive the termination of this Agreement Company will take any and the termination all steps necessary to remove Xxxxxxx from any personal guarantees undertaken by him on behalf of the Employee's Company during his employment hereunderwith the Company.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's ’s employment pursuant to Section 6, Section 7(a) or Section 7(c) hereoffor Cause, neither the Employee he nor the Employee's ’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: receive (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; Date as described in Section 4.1(a)(the “Unpaid Salary Amount”), and (ii) reimbursement for any expenses for which the Employee he shall not have theretofore been reimbursed, as provided in Section 5(d4.4 (the "Expense Reimbursement Amount"); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of Employee’s employment by the Employee's employment pursuant to Section 7(b)Company Without Cause or by Employee for Good Reason, neither the Employee he nor the Employee's ’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: receive (i) the unpaid portion of the Base SalaryUnpaid Salary Amount, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsExpense Reimbursement Amount, if any(iii) a severance compensation equal to the remaining balance of the Term, referred to in Sections 8(a)(ii) inclusive of commissions, and (iii).iv) continuation of health care benefits as set forth in paragraph 4.4 for the remainder of the Term.. (c) The In the event he resigns from employment prior to the end of the Term, neither he nor Employee's obligations ’s beneficiaries or estate shall have any further rights under Sections 9, 10 and 11 this Agreement or claims against the Company arising out of this AgreementAgreement except the right to receive (i) the Unpaid Salary Amount, and (ii) the Corporation's obligations under Expense Reimbursement Amount. (d) Notwithstanding the preceding provisions of this Section 8, in the event the payments to be received by the employee would constitute an "excess parachute payment" under the Internal Revenue Code of 1986, and applicable regulations as then in effect, then such payments shall survive the termination of this Agreement and the termination of the Employee's employment hereunderbe reduced accordingly so as not to constitute an "excess parachute payment."

Effect of Termination of Employment. Upon termination of Executive's employment and this Agreement, the rights and obligations of the parties pursuant to Sections 7 through 14 and Section 16 shall be unaffected, but all other rights and obligations of the parties hereunder shall cease, except: (a) Upon the effective date of termination of the Employee's employment If this Agreement is terminated pursuant to Section 6, Section 7(a4(a) or Section 7(c(b), Executive (or her estate) hereofshall receive her base salary and benefits (as applicable) accrued through the end of the calendar month in which such termination occurs (including her then vested Options and Participation Grants under the Stock Plan and the Performance Plan) and her annual base salary and benefits (as applicable) for a period of twelve (12) calendar months thereafter (according to the same payroll practices that are in effect at the time of termination). In addition, neither the Employee nor the Employee's beneficiaries Executive (or estate her estate) shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receivereceive a lump sum payment, within 30 ten days of any such termination, equal to the Termination Date: (i) maximum bonus for which Executive was eligible in the unpaid year in which such termination occurs, plus payment for her accrued but untaken vacation for the portion of the Base Salary provided for year in Section 5(a), computed on a pro rata basis which such termination occurs. Any unvested Options and Participation Grants awarded granted to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion Executive under terms of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary Stock Plan and the Performance Plan shall be employed by the Corporation as of the end of such fiscal yearforfeited. (b) Upon the termination of the Employee's employment If this Agreement is terminated pursuant to Section 7(b4(c) or 4(g), neither Executive shall receive her base salary and benefits accrued through the Employee nor date of such termination of employment (including her then vested Options and Participation Grants under the Employee's beneficiaries or estate shall have any further rights Stock Plan and the Performance Plan). Any unvested Options and Participation Grants under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion terms of the Base Salary, computed on a pro rata basis, for Stock Plan and the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)Performance Plan shall be forfeited. (c) The Employee's obligations under Sections 9If this Agreement is terminated pursuant to Section 4 (d), 10 Executive shall receive (i) her base salary and 11 benefits (as applicable) accrued through the end of this Agreementthe calendar month in which such termination occurs, (ii) her base salary for a period of twelve (12) calendar months thereafter (according to the same payroll practices that are in effect at the time of termination), and (iii) her benefits (as applicable) for the remainder of the Initial Period or for a period of twelve (12) months, whichever is shorter, or for the remainder of the applicable Annual Extension, as the case may be. In addition, Executive shall receive a lump sum payment for her accrued but untaken vacation for the portion of the year in which such termination occurs. Notwithstanding the terms of the Stock Plan and the Performance Plan and any Options and Participation Grants awarded to Executive thereunder and outstanding immediately prior to such termination, 1/36 of such Options and Participation Grants shall become exercisable and fully vested for each full month of continuous service with the Company subsequent to the date of the grant thereof and for an additional twelve (12) full months thereafter (so that, for example, if such termination occurs after eighteen months of continuous service, 30/36 of such Options and Participation Grants would become exercisable and fully vested), and the Corporation's obligations under this Section 8balance, if any, shall survive the termination of be forfeited. (d) If this Agreement is terminated pursuant to Section 4(e), Executive shall receive her base salary and benefits (as applicable) for a period of twelve (12) calendar months after the date of such termination (according to the same payroll practices that are in effect at the time of termination). Any unvested Options and Participation Grants under the terms of the Stock Plan and the termination Performance Plan shall be forfeited. (e) If this Agreement is terminated pursuant to Section 4(f), Executive shall receive her base salary for the remainder of the Employee's calendar year in which such termination occurs and benefits (as applicable) for the remainder of the Initial Period or the applicable Annual Extension, as the case may be. In addition, Executive shall receive a lump sum payment equal to two times her then current annual base salary, plus two times the maximum bonus for which Executive was eligible in the year in which such termination occurs. Notwithstanding the terms of the Stock Plan and the Performance Plan and any Options and Participation Grants awarded to Executive thereunder, all such Options and Participation Grants outstanding thereunder immediately prior to such termination shall immediately become exercisable and fully vested. (f) All shares of stock, options and warrants held by Executive at the time of termination shall remain subject to the terms of the Stock Plan and the agreements pursuant to which they were issued. (g) If Executive accepts alternative employment hereunderat any time during which payments are being made and/or benefits are being provided to Executive under Section 5(c) or 5(d), the Company may (i) offset the amount of base salary paid to Executive by her new employer against the amounts of base salary otherwise payable thereunder from and after the effective date of such alternative employment and (ii) if Executive’s new employer provides group medical, dental and/or life insurance coverages, the Company’s obligation to provide such coverages hereunder shall cease upon the effectiveness of her new coverages.

Effect of Termination of Employment. (a) Upon the effective date of termination of the EmployeeExecutive's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereoffor Cause, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights to compensation under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: receive (i) the unpaid portion of the Base Salary provided for in Section 5(a4.1, earned through the Termination Date (the "Unpaid Salary Amount"), computed on a pro rata basis to the Termination Date; and (ii) reimbursement for any expenses for which the Employee Executive shall not have theretofore been reimbursed, as provided in Section 5(d4.4 (the "Expense Reimbursement Amount"); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the EmployeeExecutive's employment pursuant to Section 7(b)for a Disability, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights to compensation under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: receive (i) the unpaid portion of the Base SalaryUnpaid Salary Amount, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) Expense Reimbursement Amount and (iii) accrued and unpaid amounts owed to the Executive under Section 4.2 and 4.3 hereof through the Termination Date (collectively, the "Additional Payments"). (c) The EmployeeUpon the termination of the Executive's obligations employment for other than Cause or a Disability, neither the Executive nor the Executive's beneficiaries or estate shall have any further rights to compensation under Sections 9, 10 and 11 this Agreement or any claims against the Company arising out of this Agreement, and except the Corporation's obligations under this Section 8Executive shall have the right to receive (i) the Unpaid Salary Amount, shall survive (ii) the termination Expense Reimbursement Amount, (iii) severance compensation equal to the Base Salary for the term of this Agreement (as if this Agreement was not terminated), 50% of which is payable on the Termination Date and 50% of which is payable in equal monthly installments during the termination period commencing thirty (30) days following the Termination Date and continuing for a period of twelve months thereafter, and (iv) the Employee's employment hereunderAdditional Payments.

Effect of Termination of Employment. (a) Upon In the effective date Event of termination a Termination of the Employee's employment pursuant to Employment (other than a Termination of Employment contemplated by Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a11(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's her estate or beneficiaries or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for Salary which accrued with respect to the period from prior to the Commencement Termination Date until the first anniversary but which remained unpaid as of the Termination Date, payable ; (ii) the aggregate amount of Reimbursable Expenses which were incurred prior to the Termination Date but which were not reimbursed by the Company as provided in such installments as the Base Salary was paid Section 5(e) prior to the Termination Date; and (iiiii) any other benefits to which the paymentsEmployee may be entitled upon such Termination of Employment under the plans, programs and policies of the Company then in effect, which benefits shall be payable in accordance with the terms of such plans, programs and policies; provided, however, that if anythe Termination of Employment is pursuant to a Termination Without Cause, referred then, in addition to the amounts computed pursuant to the foregoing provisions of this Section 10(a), the Employee shall have the right to receive as severance compensation an amount (the "Severance Amount") equal to 50% of one year's Base Salary, such Severance Amount to be payable at the same times at which and in Sections 8(a)(ii) and (iii)the same manner in which the Base Salary would have been payable to the Employee had the Termination of Employment not occurred. (cb) The Employee's obligations under Sections 9, Employee shall not be required to mitigate the amount of any payment provided for in this Section 10 and 11 of this Agreementby seeking other employment or otherwise, and the Corporation's obligations under no payment or benefit provided for in this Section 810 shall be reduced by compensation earned by the Employee as a result of her employment by another employer following the Termination Date, shall survive the termination of this Agreement and the termination of the Employee's employment hereunderor otherwise.

Effect of Termination of Employment. (a) Upon In the effective date of termination of the event Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee ’s Continuous Employment is terminated prior to the Termination relevant Vesting Date pursuant on account of death, and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such death, then Employee’s unvested MI Shares shall immediately vest in full upon death and Employee’s rights hereunder with respect to any Benefit Arrangement; providedsuch MI Shares shall inure to the benefit of Employee’s executors, howeveradministrators, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearpersonal representatives and assigns. (b) Upon In the event Employee’s Continuous Employment is terminated prior to the relevant Vesting Date on account of Employee’s Retirement (as defined below), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such Disability or Retirement, and provided that Employee continues to meet the requirements of Non-competition and No Improper Conduct, then Employee’s rights hereunder with respect to any outstanding, unvested MI Shares shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Vesting Dates related to the Award, except not for that portion of MI Shares granted less than one year prior to Employee’s termination equal to such number of shares multiplied by the ratio of (a) the number of days after the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until date and before the first anniversary of the Termination Grant Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and over (iib) the payments, if any, referred to number of days in Sections 8(a)(iithe twelve (12) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 month period following the Grant Date. For purposes of this Agreement, and the Corporation's obligations under this Section 8, “Retirement” shall survive the mean termination of this Agreement and the termination employment on account of Disability (as defined in Section 2.19 of the Employee's employment hereunderPlan) or by retiring with the specific approval of the Committee on or after such date on which Employee has attained age 55 and completed ten (10) Years of Service. Except as set forth in this paragraph 8 above, no other transfer of rights with respect to MI Shares shall be permitted pursuant to this Agreement.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment pursuant to Section 6by Employer for Cause, Section 7(a) or Section 7(c) hereof, neither the by Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement for no reason or any claims against reason other than Good Reason, all compensation and benefits will cease upon the Corporation arising out Date of this Agreement, except the right to receive, within 30 days of the Termination Date: other than: (i) those benefits that are provided by retirement and benefit plans and programs specifically adopted and approved by Employer for Employee that are earned and vested by the unpaid portion Date of the Base Salary provided for in Section 5(a)Termination, computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and 8, (iii) Employee's Base Salary through the unpaid portion Date of Termination; (iv) any amounts earned by the incentive compensation due Employee prior to the Termination Date pursuant to any Benefit Arrangement; providedif, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of the relevant incentive compensation arrangement, such Benefit Arrangement require that incentive compensation was due and payable to Employee on or before the beneficiary be employed Date of Termination; and (v) medical and similar benefits the continuation of which is required by applicable law or provided by the Corporation as of the end of such fiscal yearapplicable benefit plan. (b) Upon the termination of the Employee's employment pursuant due to the death of Employee or upon termination by Employer due to the Disability of Employee, all compensation and benefits will cease upon the Date of Termination other than: (i) those benefits that are provided by retirement and benefit plans and programs specifically adopted and approved by Employer for Employee that are earned and vested by the Date of Termination, (ii) as provided in Section 7(b)8, neither the Employee nor the (iii) Employee's beneficiaries Base Salary through the Date of Termination; (iv) any incentive compensation due Employee if, under the terms of the relevant incentive compensation arrangement, such incentive compensation was due and payable to Employee on or estate shall have any further rights under before the Date of Termination; and (v) medical and similar benefits the continuation of which is required by applicable law or provided by the applicable benefit plan. (c) Upon termination of this Agreement due to Employee's reaching his or her sixty-fifth (65th) birthday, Employee will continue to be employed by Employer as an employee at will. (d) If Employee's employment with Employer is terminated (i) by Employer for no reason or for any claims against reason other than Cause, the Corporation arising out death or Disability of this AgreementEmployee, except or Employee's reaching his or her sixty-fifth (65th) birthday, or (ii) by Employee for Good Reason, the right obligations of Employer and Employee under Sections 1 and 2 will terminate as of the Date of Termination, and Employer will pay or provide to receiveEmployee the following: (i1) Employee's Base Salary through the unpaid portion Date of Termination; (2) incentive compensation due Employee, if any, under the terms of the Base Salaryrelevant incentive compensation arrangement, computed on a which, in the absence of any agreement to the contrary, shall be the pro rata basis, amount due to Employee based on payments that would be due if Employee had remained employed by Employer for the full fiscal year; (3) during the one-year period from the Commencement Date until ending on the first anniversary of the Termination DateDate of Termination, payable in such installments as Employer shall pay to Employee an aggregate amount (the "Severance Payment") equal to one times (1x) Employee's Base Salary was paid at the highest annual rate in effect on or before the Date of Termination (but prior to the Termination Dategiving effect to any reduction therein which precipitated such termination), which Severance Payment will be paid to Employee in twelve (12) equal monthly installments during such one-year period; and (4) if immediately prior to the Date of Termination, Employee (and, if applicable, his or her spouse and/or dependents) was covered under Employer's group medical, dental, health and hospital plan in effect at such time, then Employer shall provide to Employee for one (1) year after the Date of Termination, and provided that Employee has timely elected under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), to continue coverage under such plan, Employer will, at no greater cost or expense to Employee than was the case immediately prior to the Date of Termination, maintain such continued coverage in full force and effect. Except as otherwise provided above and in Section 8, all other compensation and benefits will cease upon the Date of Termination other than the following: (i) those benefits that are provided by retirement and benefit plans and programs specifically adopted and approved by Employer for Employee that are earned and vested by the Date of Termination, (ii) the paymentsany rights Employee or his survivors may have under any grants of options to purchase Employer's Common Stock, if anyrestricted stock grants, referred to in Sections 8(a)(ii) performance share grants, or other similar equity compensation plans; and (iii) medical and similar benefits the continuation of which is required by applicable law or as provided by the applicable benefit plan. As a condition to making the payments and providing the benefits specified in this Section 6(d). (c) The , Employer will require that Employee execute a release of all claims Employee may have against Employer at the time of Employee's obligations under Sections 9, 10 and 11 of this Agreement, and termination. Such release will be in substantially the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereundersame form as Exhibit A attached hereto.

Effect of Termination of Employment. (a) Upon In the effective event Employee’s Continuous Employment is terminated prior to the Settlement Date on account of Employee’s death or Disability (as defined in Section 2.15 of the Plan), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such death or Disability, then, immediately upon such termination of employment due to death or Disability, a portion of Employee’s RSUs granted hereunder equal to the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights total number of RSUs awarded under this Agreement or any claims against multiplied by a fraction (in no event greater than 1), the Corporation arising out numerator of this Agreement, except which is the right to receive, within 30 days between the beginning of the Termination Date: (i) Performance Period and the unpaid portion date of such termination, and the Base Salary provided denominator of which is the total number of days in the Performance Period, shall vest and be settled in accordance with paragraph 4, with the date of death or Disability deemed to be the Settlement Date for in Section 5(a)purposes of such paragraph, computed assuming the target level of performance set forth on a pro rata basis Appendix A had been achieved. In the case of Employee’s death, Employee’s rights hereunder with respect to any such RSUs that vest shall inure to the Termination Date; (ii) reimbursement for any expenses for which the Employee benefit of Employee’s executors, administrators, personal representatives and assigns. The RSUs that do not vest in accordance with this paragraph shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior be immediately forfeited upon such termination due to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yeardeath or Disability. (b) Upon In the termination event Employee’s Continuous Employment is terminated prior to the Settlement Date on account of the Employee's employment pursuant to Section 7(b’s Retirement (as defined below), neither and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such Retirement, and provided that Employee nor continues to meet the requirements of Non-competition and No Improper Conduct, then Employee's beneficiaries or estate shall have any further ’s rights hereunder with respect to a portion of Employee’s unvested RSUs equal to the total number of RSUs awarded under this Agreement or any claims against multiplied by a fraction (in no event greater than 1), the Corporation arising out numerator of which is the days between the beginning of the Performance Period and the date of Retirement inclusive, and the denominator of which is the total number of days in the Performance Period, shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Settlement Date (and, as such, shall remain contingent upon achievement of the performance criteria set forth in Appendix A), and the remaining unvested RSUs shall be immediately forfeited upon such Retirement. For purposes of this Agreement, except “Retirement” shall mean termination of employment on account of retiring with the right to receive: (i) the unpaid portion specific approval of the Base Salary, computed Committee on a pro rata basis, for the period from the Commencement Date until the first anniversary or after such date on which Employee has attained age 55 and completed ten (10) Years of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)Service. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. (a) Upon the effective date of termination of the EmployeeExecutive's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereoffor Cause, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights to compensation under this Agreement or any claims against the Corporation Company (or any other Group Member) arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: receive (i) the unpaid portion of the Base Salary provided for in Section 5(a4.1, earned through the Termination Date (the "Unpaid Salary Amount"), computed on a pro rata basis to the Termination Date; (ii) accrued and unused vacation pay (the "Vacation Pay Amount") and (iii) reimbursement for any expenses for which the Employee Executive shall not have theretofore been reimbursed, as provided in Section 5(d4.2 (the "Expense Reimbursement Amount"); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the EmployeeExecutive's employment pursuant to Section 7(b)as a result of a Disability, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights to compensation under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: receive (i) the unpaid portion of the Base SalaryUnpaid Salary Amount, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsVacation Pay Amount, if any, referred to in Sections 8(a)(ii) and (iii)) the Expense Reimbursement Amount. (c) The EmployeeUpon the termination of the Executive's obligations employment without Cause, for Good Reason, and not as a result of a Disability, neither the Executive nor the Executive's beneficiaries or estate shall have any further rights to compensation under Sections 9, 10 and 11 this Agreement or any claims against the Company arising out of this Agreement, except the Executive shall have the right to receive (i) the Unpaid Salary Amount, (ii) the Vacation Pay Amount (iii) the Expense Reimbursement Amount, and (iii) severance compensation equal to the Corporation's obligations under this Section 8, shall survive Base Salary for the termination lesser of (a) the remaining term of this Agreement (as if this Agreement was not terminated) and (b) twelve (12) months, all of which is payable within thirty (30) days following the termination of Termination Date. (d) Notwithstanding the Employeeforegoing, the Executive's employment hereunder.rights under the Options shall not terminate and such Option shall remain valid and exercisable in accordance with its terms as set forth therein

Effect of Termination of Employment. (a) Upon In the effective date of termination event the Participant shall cease to be employed by the Company and all subsidiaries of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have Company for any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: reason other than (i) the unpaid portion of the Base Salary provided Termination for in Section 5(a)Cause, computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursedRetirement, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned death or Disability or (iv) termination by the Employee prior Company or a subsidiary of the Participant’s employment with the Company and its subsidiaries within two (2) years following a Change in Control, the Participant may exercise the Option to the Termination Date pursuant extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of such termination of employment, and the exercise of the Option to that limited extent may be effected at any Benefit Arrangementtime within thirty (30) days after the date of such termination of employment but not thereafter; provided, however, unless specifically provided otherwise in this Section 8, that the Employee shall Option may not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if exercised after the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearExpiration Date. (b) Upon In the termination event the Participant shall cease to be employed by the Company and its subsidiaries upon Termination for Cause, the Option shall be terminated as of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out date of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)termination. (c) The Employee's obligations Except as otherwise provided in Sections 6(b), 6(d) and 6(e), in the event the Participant shall cease to be employed by the Company and all subsidiaries of the Company because of Retirement, the Option, to the extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under Sections 9, 10 and 11 the Option on the date of this Agreementthe Participant’s Retirement, and the Corporation's obligations under exercise of the Option to that limited extent may be effected at any time within three (3) years after the date of the Participant’s Retirement but not thereafter; provided, however, that the Option may not be exercised after the Expiration Date. If a Participant who has thus retired dies within three (3) years after the date of the Participant’s Retirement and prior to the Expiration Date, the exercise of the Option to the limited extent provided for in the first sentence of this Section 86(c) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant’s death, but not after the Expiration Date. (d) In the event the Participant dies or is deemed to suffer a Disability while employed by the Company or a subsidiary, the Option, to the extent not previously exercised or forfeited, shall survive be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of the Participant’s death or Disability. In the event of Participant’s death, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant’s death, but not after the Expiration Date. In the event of the Participant’s Disability, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant at any time within two (2) years after the date of the Participant’s Disability, but not after the Expiration Date. (e) In the event the Company or a subsidiary terminates the Participant’s employment with the Company and all subsidiaries of the Company for any reason other than death, Disability or Termination for Cause within two (2) years following a Change in Control, the Option shall become immediately exercisable in full on the date of such termination of this Agreement employment, and the exercise of the Option may be effected at any time within six (6) months after the date of the Participant’s termination of employment, but not after the Employee's Expiration Date. In the event that the provisions of this Section 6(e) result in “payments” that are finally and conclusively determined by a court or Internal Revenue Service proceeding to be subject to the excise tax imposed by Section 4999 of the Code, and the Participant has not received any additional cash payment from the Company relating thereto under the provisions of Section 6 of the Severance Agreement between the Company and the Participant (the “Severance Agreement”), the Company shall pay to the Participant an additional amount such that the net amount retained by the Participant following realization of all compensation under the Plan that resulted in such “payments,” after allowing for the amount of such excise tax and any additional federal, state and local income and employment hereundertaxes paid on the additional amount, shall be equal to the net amount that would otherwise have been retained by the Participant if there were no excise tax imposed by Section 4999 of the Code. If the Participant receives any additional cash payment from the Company under Section 6 of the Severance Agreement, the foregoing sentence shall be of no force or effect and the provisions of the Severance Agreement shall be deemed to supersede the foregoing sentence in its entirety.

Effect of Termination of Employment. (a) Upon The proviso contained at the effective date end of termination Section 12 of the Employee's employment Employment Agreement is hereby amended to read in its entirety as follows: "PROVIDED, HOWEVER, that if the Termination of Employment is pursuant to Section 6a Termination Without Cause, Section 7(athen, in addition to the amounts computed pursuant to Sections 12(a) or Section 7(c) hereofthrough 12(d), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days receive as severance compensation an amount equal to the greater of (A) 100% of one year's Base Salary (as of the Termination Date: ) and (iB) the unpaid portion 1/12th of the one year's Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date) for each year (not to exceed 24 years in the aggregate) that the Employee was employed by the Company (and its predecessor-in-interest, Xxxxx Plastics, Inc.), the amount referred to in clause (A) or (B), as the case may be, to be payable at the same times at which and in such installments as the same manner in which the Base Salary was paid prior would have been payable to the Employee had the Termination Date; and of Employment not occurred (ii) the payments, if any, amount payable by the Company to the Employee pursuant to this proviso being hereinafter referred to as the "Severance Compensation"); PROVIDED FURTHER, HOWEVER, in Sections 8(a)(ii) and (iii)the event that, at any time after the Expiration Date, there occurs a Termination of Employment pursuant to a Termination Without Cause, the Company shall pay the Severance Compensation to the Employee as if the Expiration Date had not occurred. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder."

Effect of Termination of Employment. This Option may be exercised only while Employee remains an employee of the Company, subject to the following exceptions: (a) Upon If Employee’s employment with the effective date Company or any of its Subsidiaries or affiliated companies terminates by reason of disability (as determined by the Company), this Option may be exercised in full by Employee (or Employee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee after termination by reason of disability at any time during the period ending on the earlier of the Expiration Date or the third (3rd) anniversary of Employee’s termination of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearemployment. (b) Upon If Employee’s employment with the termination Company or any of its Subsidiaries or affiliated companies terminates by reason of death, Employee’s estate, or the person who acquires this Option by will or the laws of descent and distribution may exercise this Option in full at any time during the period ending on the earlier of the Employee's employment pursuant to Section 7(b), neither Expiration Date or the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: third (i3rd) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)date of Employee’s death. (c) The If Employee's obligations under Sections 9’s employment with the Company or any of its Subsidiaries or affiliated companies terminates for any other reason, 10 and 11 including retirement, upon the recommendation of applicable management of the Company and/or business unit, the committee which administers the Plan (the “Committee”) or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve the retention of this AgreementOption, and in which case this Option may be exercised by Employee at any time during the Corporation's obligations under this period ending on the Expiration Date, but only as to the number of shares of Stock Employee was entitled to purchase on the date of such exercise in accordance with Section 84 above. If, shall survive the termination after retention of this Agreement Option pursuant to this subparagraph (c) has been approved, Employee should die, this Option may be exercised in full by Employee’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the termination death of the Employee's ) during the period ending on the earlier of the Expiration Date or the third (3rd) anniversary of the date of Employee’s death. (d) If Employee’s employment hereunderwith the Company or any of its Subsidiaries or affiliated companies terminates for any reason and the provisions in subparagraphs (a) through (c) above are not applicable, this Option may be exercised by Employee only on stock market trading days during the 90 calendar days following Employee’s termination date (which 90 day period shall not be extended by any notice period mandated under local law), or by Employee’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of the Employee) during a period of six (6) months following Employee’s death if Employee dies during such 90-day period, but in each case only as to the number of shares of Stock Employee was entitled to purchase hereunder upon exercise of this Option as of Employee’s termination date, unless otherwise permitted by the Company in its sole discretion.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment hereunder pursuant to Section 6, Section 7(a) a Voluntary Termination or Section 7(c) hereofa Termination For Cause, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date;date of termination; and (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, reimbursed as provided in Section 5(d); and. (iii) the unpaid portion of any amounts earned by due and owing to the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearunder any benefit plan. (b) Upon the termination of the Employee's employment hereunder pursuant to Section 7(b)Disability or death, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, receive payments equal to that provided for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsSection 6(a), if anyapplicable, referred to in Sections 8(a)(iiand Section 10(a) hereof and (iii)any other benefits available under the Corporation's Benefits Plans. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and Upon the termination of the Employee's employment hereunderhereunder pursuant to a Termination Without Cause, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Corporation under this Agreement except to receive a termination payment equal to that provided for in Section 10(a) hereof, plus an aggregate amount equal to twelve (12) months Base Salary, payable in twelve (12) equal monthly installments and the continuation of medical and dental benefits and life insurance for the same twelve (12) month period to the extent such benefits were being provided to Employee at the time of termination.

Effect of Termination of Employment. If the Optionee’s employment is terminated, the following shall apply: (a) Upon if the Optionee’s employment with the Company or any of its Subsidiaries is terminated for Cause (as defined below), any portion of the Option that has not been exercised on the date of the Optionee’s termination of employment, whether vested or unvested, shall be immediately forfeited; (b) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated by the Company without Cause or the Optionee terminates his employment with Good Reason, any portion of the Option that has not vested on the date of the Optionee’s termination of employment shall be forfeited, and any portion of the Option that has vested may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is one hundred eighty (180) days after the date of the Optionee’s termination of employment; (c) if the Optionee resigns without Good Reason or for any reason other than death or Disability (as defined below), any portion of the Option that has not vested on the date of the Optionee’s termination of employment shall be immediately forfeited, and any portion of the Option that has vested may be exercised until the earlier of (i) the Expiration Date, or (ii) the date that is thirty (30) days after the date of the Optionee’s termination of employment; (d) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due to a Disability, any portion of the Option that has not vested on the date of the Optionee’s termination of employment and that does not vest pursuant to Section 5(f) shall be forfeited, and any portion of the Option that has vested, or that vests pursuant to Section 5(f) below, may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is twelve (12) months after the later of the date of the Optionee’s termination due to Disability or the date of any subsequent vesting pursuant to Section 5(f) below; (e) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due to death, any portion of the Option that has not vested on the date of the Optionee’s termination of employment and that does not vest pursuant to Section 5(f) shall be forfeited, and any portion of the Option that has vested, or that vests pursuant to Section 5(f) below, may be exercised by the Optionee’s personal representative or the administrators of the Optionee’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution until the earlier of (i) the Expiration Date and (ii) the date that is twelve (12) months after the later of the date of the Optionee’s death or the date of any subsequent vesting pursuant to Section 5(f) below; and (f) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due to a Disability (as defined below) or death, then (x) upon such termination, the portion of such Option that otherwise, absent such termination, would vest during the 12-month 6574120-v9\GESDMS 4 period following the date of such termination shall vest on the date of termination. The number of Options deemed exercisable upon termination shall be calculated after giving effect to the acceleration of vesting specified in this clause (f). For purposes of this Agreement, termination of the Optionee’s employment (whether or not in breach of any local employment law in the country where the Optionee resides, and whether or not later found to be invalid) shall be effective as of the date that the Optionee is no longer actively providing Services and will not be extended by any notice period mandated under an employment law or practice in the country where the Optionee resides, even if otherwise applicable to the Optionee’s employment benefits (e.g., active employment would not include a period of “garden leave” or similar period); furthermore, in the event of termination of the Employee's employment pursuant to Section 6Optionee’s employment, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the Optionee’s right to receive, within 30 days of vest in or exercise the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the Option after termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsemployment, if any, referred will be measured by the date the Optionee ceases to in Sections 8(a)(ii) provide active services and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and will not be extended by any notice period describe above; the Corporation's obligations under this Section 8, Committee shall survive have the termination of this Agreement and exclusive discretion to determine when the termination Optionee is no longer actively employed for purposes of the Employee's employment hereunderOption.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment hereunder pursuant to Section 6, Section 7(a) a Voluntary Termination or Section 7(c) hereofa Termination For Cause, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date;date of termination; and (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, reimbursed as provided in Section 5(d5(e); and. (iii) the unpaid portion of any amounts earned by due and owing to the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearunder any benefit plan. (b) Upon the termination of the Employee's employment hereunder pursuant to Section 7(b), Disability or death neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, receive payments equal to that provided for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsSection 6(a), if anyapplicable, referred to in Sections 8(a)(iiand Section 10(a) hereof and (iii)any other benefits available under the Corporation's Benefits Plans. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and Upon the termination of the Employee's employment hereunderhereunder pursuant to a Termination Without Cause, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Corporation under this Agreement except to receive a termination payment equal to that provided for in Section 10(a) hereof, plus an aggregate amount equal to 12 months Base Salary, payable in 12 equal monthly installments and the continuation of medical and dental benefits and life insurance for the same 12 month period to the extent such benefits were being provided to Employee at the time of termination.

Effect of Termination of Employment. (a) Upon In the effective date of termination event the Participant shall cease to be employed by the Company and all subsidiaries of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have Company for any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: reason other than (i) the unpaid portion of the Base Salary provided Termination for in Section 5(a)Cause, computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursedRetirement, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned death or Disability or (iv) termination by the Employee prior Company or a subsidiary of the Participant’s employment with the Company and its subsidiaries within two (2) years following a Change of Control, the Participant may exercise the Option to the Termination Date pursuant extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of such termination of employment, and the exercise of the Option to that limited extent may be effected at any Benefit Arrangementtime within thirty (30) days after the date of such termination of employment but not thereafter; provided, however, unless specifically provided otherwise in this Section 8, that the Employee shall Option may not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if exercised after the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearExpiration Date. (b) Upon In the termination event the Participant shall cease to be employed by the Company and its subsidiaries upon Termination for Cause, the Option shall be terminated as of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out date of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)termination. (c) The Employee's obligations Except as otherwise provided in Sections 6(b), 6(d) and 6(e), in the event the Participant shall cease to be employed by the Company and all subsidiaries of the Company because of Retirement, the Option, to the extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under Sections 9, 10 and 11 the Option on the date of this Agreementthe Participant’s Retirement, and the Corporation's obligations exercise of the Option to that limited extent may be effected at any time within three (3) years after the date of the Participant’s Retirement but not thereafter; provided, however, that the Option may not be exercised after the Expiration Date. If a Participant who has thus retired dies within three (3) years after the date of the Participant’s Retirement and prior to the Expiration Date, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(c) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant’s death, but not after the Expiration Date. (d) In the event the Participant dies or is deemed to suffer a Disability while employed by the Company or a subsidiary, the Option, to the extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of the Participant’s death or Disability. In the event of Participant’s death, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant’s death, but not after the Expiration Date. In the event of the Participant’s Disability, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant at any time within two (2) years after the date of the Participant’s Disability, but not after the Expiration Date. (e) In the event the Company or a subsidiary terminates the Participant’s employment with the Company and all subsidiaries of the Company for any reason other than death, Disability or Termination for Cause within two (2) years following a Change of Control, the Option shall become immediately exercisable in full on the date of such termination of employment, and the exercise of the Option may be effected at any time within six (6) months (if the Change of Control would have constituted a Change of Control under this Agreement prior to the amendment to this Agreement dated , 2006 (the “2006 Amendment”), which definition prior to the 2006 Amendment is set forth in Exhibit A to the 2006 Amendment), or thirty (30) days (if the Change of Control would not have constituted a Change of Control under this Agreement prior to the 2006 Amendment) after the date of the Participant’s termination of employment, but not after the Expiration Date. In the event that the provisions of this Section 86(e) result in “payments” that are finally and conclusively determined by a court or Internal Revenue Service proceeding to be subject to the excise tax imposed by Section 4999 of the Code, and the Participant has not received any additional cash payment from the Company relating thereto under the provisions of Section 6 of the Severance Agreement between the Company and the Participant (the “Severance Agreement”), the Company shall pay to the Participant an additional amount such that the net amount retained by the Participant following realization of all compensation under the Plan that resulted in such “payments,” after allowing for the amount of such excise tax and any additional federal, state and local income and employment taxes paid on the additional amount, shall survive be equal to the termination net amount that would otherwise have been retained by the Participant if there were no excise tax imposed by Section 4999 of this Agreement the Code. If the Participant receives any additional cash payment from the Company under Section 6 of the Severance Agreement, the foregoing sentence shall be of no force or effect and the termination provisions of the Employee's employment hereunderSeverance Agreement shall be deemed to supersede the foregoing sentence in its entirety.

Effect of Termination of Employment. (a) 3.3.1 Upon the effective date of termination of the EmployeeExecutive's employment hereunder pursuant to Section 6, Section 7(a) a Voluntary Termination or Section 7(c) hereofa Termination for Cause, neither the Employee Executive nor the Employee's beneficiaries his beneficiary or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a)2.1, computed on a pro rata basis to the Termination Date;date of termination; and (ii) reimbursement for any expenses for which the Employee Executive shall not have theretofore been reimbursed, reimbursed as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year2.2. (b) 3.3.2 Upon the termination of the EmployeeExecutive's employment hereunder pursuant to Section 7(b)an Involuntary Termination, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive: (i) the unpaid portion of the Base SalarySalary provided for in Section 2.1, computed on a pro rata basis, basis to the date of termination; (ii) reimbursement for any expenses for which the period from the Commencement Date until the first anniversary of the Termination DateExecutive shall not have theretofore been reimbursed as provided in Section 2.2. (iii) a termination payment in an amount equal to six (6) month's Base Salary, payable in such installments as the Base Salary was paid prior to the Termination Datesix (6) equal monthly installments; and (iiiv) the payments, if any, referred continuation of the benefits afforded pursuant to in Sections 8(a)(iiSection 2.4(i) and for a period of six (iii)6) months from the effective date of termination. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and 3.3.3 Upon the termination of the EmployeeExecutive's employment hereunderhereunder pursuant to a Termination Without Cause, neither the Executive nor his beneficiary or estate shall have any further rights or claims against the Company pursuant to this Agreement except to receive: (i) the unpaid portion of the Base Salary provided for in Section 2.1, computed on a pro rata basis to the date of termination; (ii) reimbursement for any expenses for which the Executive shall not have theretofore been reimbursed as provided in Section 2.2; (iii) a termination payment in an amount equal to twelve (12) month's Base Salary, payable in twelve (12) equal monthly installments; and (iv) the continuation of the benefits afforded pursuant to Section 2.4(i) for a period of twelve (12) months from the effective date of termination.

Effect of Termination of Employment. (a) Upon In the effective date of termination of the event Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee ’s Continuous Employment is terminated prior to the Termination relevant Vesting Date pursuant on account of death, and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Award Date through the date of such death, then Employee’s unvested MI Shares shall immediately vest in full upon death and Employee’s rights hereunder with respect to any Benefit Arrangement; providedsuch MI Shares shall inure to the benefit of Employee’s executors, howeveradministrators, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearpersonal representatives and assigns. (b) Upon In the event Employee’s Continuous Employment is terminated prior to the relevant Vesting Date on account of Employee’s Retirement (as defined below), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Award Date through the date of such Disability or Retirement, and provided that Employee continues to meet the requirements of Non-competition and No Improper Conduct, then Employee’s rights hereunder with respect to any outstanding, unvested MI Shares shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Vesting Dates related to the Award <<, except not for that portion of MI Shares granted less than one year prior to Employee’s termination equal to such number of shares multiplied by the ratio of (a) the number of days after the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until date and before the first anniversary of the Termination Award Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and over (iib) the payments, if any, referred to number of days in Sections 8(a)(iithe twelve (12) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 month period following the Award Date>>. For purposes of this Agreement, and the Corporation's obligations under this Section 8, “Retirement” shall survive the mean termination of this Agreement and the termination employment on account of Disability (as defined in Section 2.19 of the Employee's employment hereunderPlan) or by retiring with the specific approval of the Committee on or after such date on which Employee has attained age 55 and completed ten (10) Years of Service. Except as set forth in this paragraph 8 above, no other transfer of rights with respect to MI Shares shall be permitted pursuant to this Agreement.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's ’s employment hereunder pursuant to Section 6, Section 7(a) a Voluntary Termination or Section 7(c) hereofa Termination For Cause, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata prorata basis to the Termination Date;date of termination; and (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, reimbursed as provided in Section 5(d); and. (iii) the unpaid portion of any amounts earned by due and owing to the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearunder any benefit plan. (b) Upon the termination of the Employee's ’s employment hereunder pursuant to Section 7(b), Disability or death neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, receive payments equal to that provided for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsSection 6(a), if anyapplicable, referred to in Sections 8(a)(iiand Section 10(a) hereof and (iii)any other benefits available under the Corporation’s Benefits Plans. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and Upon the termination of the Employee's ’s employment hereunderhereunder pursuant to a Termination Without Cause, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Corporation under this Agreement except to receive a termination payment equal to that provided for in Section 10(a) hereof, plus an aggregate amount equal to twelve (12) months Base Salary, payable in twelve (12) equal monthly installments and the continuation of medical and dental benefits and life insurance for the same twelve (12) month period to the extent such benefits were being provided to Employee at the time of termination.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment pursuant to Section 67, Section 7(a8(a) or Section 7(c8(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a6(a), computed on a pro rata basis to the Termination Date; (ii) in the event the Employee's termination is pursuant to Section 7, the applicable bonus provided for in Section 6(b) computed on a pro-rata basis to the Termination Date, payable at the same time and in the same manner only as, if and when bonuses are paid to other employees of the Corporation of comparable seniority; (iii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d6(d); and; (iiiiv) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 89, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year; and (v) any remaining amounts due to the Employee pursuant to Section 2 hereof (as provided in Section 6(d) of the Consulting Agreement) payable in accordance with the terms of the Consulting Agreement. (b) Upon the termination of the Employee's employment pursuant to Section 7(b)8(b) or upon the termination of Employee's employment by the Corporation as a result of the expiration of this Agreement pursuant to Section 3, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base SalarySalary provided for in Section 6(a), computed on a pro rata basisbasis to the Termination Date plus continuation of Base Salary, for the period from the Commencement Termination Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; (ii) the applicable bonus provided for in Section 6(b) computed on a pro-rata basis to the Termination Date, payable at the same time and in the same manner only as, if and when bonuses are paid to other employees of the Corporation of comparable seniority; and (iiiii) the payments, if any, referred to in Sections 8(a)(ii9(a)(iii), (iv) and (iiiv). (c) The Employee's obligations under Sections 910, 10 11 and 11 12 of this Agreement, and the Corporation's obligations under this Section 89, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. Notwithstanding the foregoing: (a) Upon In the effective date of termination of the event Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee ’s Continuous Employment is terminated prior to the Termination relevant Vesting Date pursuant on account of death, and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Award Date through the date of such death, then Employee’s unvested MI Shares shall immediately vest in full upon death and Employee’s rights hereunder with respect to any Benefit Arrangement; providedsuch MI Shares shall inure to the benefit of Employee’s executors, howeveradministrators, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearpersonal representatives and assigns. (b) Upon In the event Employee’s Continuous Employment is terminated prior to the relevant Vesting Date on account of Employee’s Disability (as defined in Section 2.17 of the Plan) or Retirement (as defined below), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Award Date through the date of such Disability or Retirement, and provided that Employee continues to meet the requirements of Non-competition and No Improper Conduct, then Employee’s rights hereunder with respect to any outstanding, unvested MI Shares shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Vesting Dates related to the Award, except not for that portion of MI Shares granted less than one year prior to the Employee’s termination equal to such number of shares multiplied by the ratio of (a) the number of days after the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until date and before the first anniversary of the Termination Grant Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and over (iib) the payments, if any, referred to in Sections 8(a)(ii) number of days on and (iii). (c) The Employee's obligations under Sections 9, 10 after the Grant Date and 11 before the first anniversary of the Grant Date. For purposes of this Agreement, and the Corporation's obligations under this Section 8, “Retirement” shall survive the mean termination of this Agreement and the termination employment by retiring with special approval of the Employee's employment hereunderCommittee following age 55 with ten (10) years of service. Except as set forth in this paragraph 8 above, no other transfer of rights with respect to MI Shares shall be permitted pursuant to this Agreement.

Effect of Termination of Employment. 1.1 In the event that the Company terminates the Employee’s employment other than for “Cause” as defined in Section 1.2, or the Employee resigns for “Good Reason” as defined in Section 1.3 (aregardless of whether such termination or resignation, as applicable, occurs in the context of a “change in control” of the Company), the Employee executes and does not revoke a full release of claims (the “Release”) Upon in the form and of a scope reasonably acceptable to the Company within sixty (60) days following the effective date of the termination of (the Employee's employment pursuant to Section 6“Termination Date”), Section 7(a) or Section 7(c) hereofthe Release becomes binding and irrevocable at that time, neither and the Employee nor the Employee's beneficiaries or estate shall have does not breach any further rights under this Agreement or any claims against the Corporation arising out provision of this Agreement, except the right to receiveCompany shall, within 30 days of commencing on the sixtieth (60th) day following the Termination Date: : (ia) pay to the unpaid portion Employee the Employee’s then-current base salary for a period of nine (9) months in accordance with the Company’s regular payroll practices, and (b) if the Employee exercises his right under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) to continue participation in the Company’s health insurance plan, the Company shall pay its normal share of the Base Salary provided costs for in Section 5(a), computed on such coverage for a pro rata basis period of nine (9) months (retroactive to the Termination Date;) to the same extent that such insurance is provided to persons then currently employed by the Company (the Employee’s co-pay, if any, shall be deducted from the payments described in subsection (a) or, if no such payments remain to be paid, shall be paid directly to the Company within seven (7) days of receipt of notice of such payment due). 1.2 For the purposes of Section 1, “Cause” for termination shall be deemed to exist upon the occurrence of any of the following: (iia) reimbursement for any expenses for which A good faith finding by the Board of Directors or a Committee appointed thereby that the Employee shall has engaged in dishonesty, gross negligence or gross misconduct which if curable, has not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned cured by the Employee prior to within 30 days after he has received written notice from the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, Company stating with reasonable specificity the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms nature of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year.conduct; (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither Willful misconduct by the Employee nor that materially injures the Employee's beneficiaries Company, whether such harm is economic or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreementnon-economic, except the right to receive: (i) the unpaid portion of the Base Salaryincluding, computed on a pro rata basisbut not limited to, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior injury to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii).Company’s business or reputation; (c) The Employee's obligations under Sections 9’s conviction or entry of nolo contendere to any felony or crime involving moral turpitude, 10 and 11 fraud or embezzlement; (d) The Employee’s failure to perform the functions assigned to him by his direct supervisor, or the CEO, or the Board of Directors; or (e) The Employee’s material breach of this Agreement, including but not limited to Section 3, including all subparts, hereof. 1.3 For the purposes of Section 1, a resignation by the Employee for “Good Reason” shall be deemed to exist upon the occurrence of any of the following: (a) The Company materially diminished the Employee’s base salary; (b) The Company materially diminished the Employee’s authority, duties or responsibilities of the Employee as of the date hereof; or (c) The Company required the Employee to relocate permanently to an office more than fifty 50 miles from the Company’s offices at which he performed services as of the date he commenced employment with the Company. Notwithstanding the foregoing, the foregoing occurrences shall not constitute Good Reason unless the Company has failed to cure the acts or omissions giving rise to resignation by the Employee for Good Reason within thirty (30) days of receiving written notice (the “Good Reason Notice”) from the Employee stating his intent to resign his employment for Good Reason and specifying the Company’s acts or omissions giving rise to Good Reason, and the Corporation's obligations under this Section 8Employee has provided the Good Reason Notice to the Company within ninety (90) days of the dates the acts or omissions giving rise to Good Reason first arose. The Employee’s resignation for Good Reason shall become effective on the thirty-first (31st) day following the date the Company receives the Good Reason Notice. 1.4 The covenants set forth in Sections 3 and 4, including all subparts, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder’s employment.

Effect of Termination of Employment. (a) Upon In the effective date event of termination any Termination of Employment of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, Employee neither the Employee nor the Employee's his estate or beneficiaries or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (ia) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis which accrued with respect to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee period prior to the Termination Date but which remained unpaid as of the Termination Date; and (b) the aggregate amount of Reimbursable Expenses which were incurred prior to the Termination Date but which were not reimbursed by the Corporation as provided in Section 5(e) prior to the Termination Date; PROVIDED, HOWEVER, that if the Termination of Employment is pursuant to any Benefit Arrangement; provideda Termination Without Cause, howeverthen, unless specifically provided otherwise in this Section 8addition to the amounts computed pursuant to Sections 7(a) and 7(b) above, the Employee shall have the right to receive as severance compensation an amount equal to the Employee's Base Salary for the remainder of the Employment Period (the "Severance Payment"), such amount to be payable at the same times and in the same manner in which the Base Salary would have been payable to the Employee had the Termination of Employment not occurred. Any income derived from other sources (other than investment income derived solely from passive investment activity) during the period beginning on the Termination Date and ending on the third anniversary of the date hereof (the "Severance Period") will offset, dollar for dollar, the Company's obligation to make Severance Payments by that same amount. Upon (i) a Termination of Employment for Cause, (ii) a Voluntary Termination or (iii) an Involuntary Termination, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearSeverance Payment. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. 1.1 In the event that the Company terminates the Executive’s employment other than for “Cause” as defined in Section 1.2, or the Executive resigns for “Good Reason” as defined in Section 1.3, the Executive executes and does not revoke a full release of claims (athe “Release”) Upon in the form and of a scope reasonably acceptable to the Company within sixty (60) days following the effective date of the termination of (the Employee's employment pursuant to Section 6“Termination Date”), Section 7(a) or Section 7(c) hereofthe Release becomes binding and irrevocable at that time, neither and the Employee nor the Employee's beneficiaries or estate shall have Executive does not breach any further rights under this Agreement or any claims against the Corporation arising out provision of this Agreement, except the Company shall, commencing on the sixtieth (60th) day following the Termination Date: (a) pay to the Executive the Executive’s then-current base salary for a period of six (6) months in accordance with the Company’s regular payroll practices; and (b) if the Executive exercises his right under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) to receivecontinue participation in the Company’s health insurance plan, the Company shall pay its normal share of the costs for such coverage for a period of six (6) months to the same extent that such insurance is provided to persons then currently employed by the Company (the Executive’s co-pay, if any, shall be deducted from the payments described in subsection (a) or, if no such payments remain to be paid, shall be paid directly to the Company within seven (7) days of receipt of notice of such payment due). 1.2 For the purposes of Section 1, “Cause” for termination shall be deemed to exist upon the occurrence of any of the following: (a) A good faith finding by the Board of Directors or a Committee appointed thereby that the Executive has engaged in dishonesty, gross negligence or gross misconduct which if curable, has not been cured by the Executive within 30 days of after he has received written notice from the Termination Date: (i) Company stating with reasonable specificity the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms nature of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year.conduct; (b) Upon Willful misconduct by the termination of Executive that materially injures the Employee's employment pursuant to Section 7(b)Company, neither the Employee nor the Employee's beneficiaries whether such harm is economic or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreementnon-economic, except the right to receive: (i) the unpaid portion of the Base Salaryincluding, computed on a pro rata basisbut not limited to, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior injury to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii).Company’s business or reputation; (c) The Employee's obligations under Sections 9Executive’s conviction or entry of nolo contendere to any felony or crime involving moral turpitude, 10 and 11 fraud or embezzlement; (d) The Executive’s failure to perform the functions assigned to him by the his direct supervisor, or the CEO, or the Board of Directors; or (e) The Executive’s material breach of this Agreement, including but not limited to Section 4, including all subparts, hereof. 1.3 For the purposes of Section 1, a resignation by the Executive for “Good Reason” shall be deemed to exist upon the occurrence of any of the following:: (a) The Company materially diminished the Executive’s base salary; (b) The Company materially diminished the Executive’s authority, duties or responsibilities as Senior Vice President and General Counsel; or (c) The Company required the Executive to relocate permanently to an office more than fifty 50 miles from the Company’s offices at which he performed services as of the date he commenced employment with the Company. Notwithstanding the foregoing, the foregoing occurrences shall not constitute Good Reason unless the Company has failed to cure the acts or omissions giving rise to resignation by the Executive for Good Reason within thirty (30) days of receiving written notice (the “Good Reason Notice”) from the Executive stating his intent to resign his employment for Good Reason and specifying the Company’s acts or omissions giving rise to Good Reason, and the Corporation's obligations under this Section 8Executive has provided the Good Reason Notice to the Company within ninety (90) days of the dates the acts or omissions giving rise to Good Reason first arose. The Executive’s resignation for Good Reason shall become effective on the thirty-first (31st) day following the date the Company receives the Good Reason Notice. 1.4 The covenants set forth in Sections 4 and 5, including all subparts, shall survive the termination of this Agreement and the termination of the Employee's employment hereunderExecutive’s employment.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment hereunder pursuant to Section 6, Section 7(a) a Voluntary Termination or Section 7(c) hereofa Termination for Cause, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the any unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Datedate of termination; (ii) cash compensation equal to the product of (A) the number of days of accrued vacation, if any, accumulated by the Employee to the effective date of termination divided by the total number of work days per annum for which the Employee receives a Base Salary multiplied by (B) the Base Salary; and (iii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, reimbursed as provided in Section 5(d); and (iii) . In addition, current arrangements concerning indemnification, including but not limited to payment of expenses of officers, directors, and employees in connection with litigation involving the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise Company shall remain in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearfull force and effect following termination. (b) Upon the termination of the Employee's employment hereunder pursuant to Section 7(b)an Involuntary Termination, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) to receive a termination payment equal to that provided for in Section 11(a) hereof, plus (ii) to receive a cash severance payment in an aggregate amount equal to the unpaid portion cash compensation received by the Employee during the 3-month period immediately prior to the effective date of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination DateInvoluntary Termination, payable in such installments as the Base Salary was paid prior equal monthly installments, plus (iii) to be immediately vested in all stock options granted to the Termination Date; and (ii) Employee by the paymentsCompany that would have vested during the three-month period immediately following the effective date of the Involuntary Termination. In addition, if anycurrent arrangements concerning indemnification, referred including but not limited to payment of expenses of officers, directors, and employees in Sections 8(a)(ii) connection with litigation involving the Company shall remain in full force and (iii)effect following termination. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and Upon the termination of the Employee's employment hereunder.hereunder pursuant to a Termination Without Cause, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right (i) to receive a termination payment equal to the amount provided for in Section 11(a) hereof , (ii) to receive a cash severance payment in an aggregate amount equal to the base salary and bonus received by the Employee during the 12-month period immediately prior to the effective date of the Termination Without Cause, plus car allowance, health insurance and life insurance premium payments, professional licensing and membership fees and dues for such one year period, payable in one lump sum within 10 days of such termination if such termination occurs within six months of a Change in Control, and otherwise in 12 equal monthly installments, (iii) reasonable cell phone and pager use, and inclusion in the Company's 401(k) plan for the 12-month period following such termination; plus (iv) all options to purchase common stock of the Company, which shall include any parent or affiliated entity shall fully vest and shall be exercisable for a period of five years following the date of such Termination. In addition, current arrangements concerning

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employeeofficer's employment pursuant to Section 6, Section 7(a) or Section 7(c6(a) hereof, neither the Employee Officer nor the EmployeeOfficer's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary annual base salary provided for in Section 5(a4(a) and payment for any accrued vacation provided for in Section 4(f), in each case computed on a pro rata basis to the Termination Date;; and (ii) reimbursement for any expenses for which the Employee Officer shall not have theretofore been reimbursed, as provided in Section 5(d4(c) and (d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the EmployeeOfficer's employment pursuant to Section 7(b)6(b) hereof, neither the Employee Officer nor the EmployeeOfficer's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: (i) the unpaid portion payments, if any, referred to in Sections 7(a)(i) and (ii); and (ii) payment of the Base Salaryany annual bonus provided for in Section 4(b), if any, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior basis to the Termination Date; and. (iic) Upon any other termination of Officer's employment, neither Officer nor Officer's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company arising out of this Agreement, except the right to receive: (i) the payments, if any, referred to in Sections 8(a)(ii7(a)(i) and (ii) and 7(b) -ii): (ii) so long as officer complies with the terms of Sections 8 and 9 hereof following the Termination Date, severance compensation equal to the annual base salary provided for in Section 4(a) for the greater of (A) the remainder of the three-year period commencing on the Commencement Date and (B) the 12-month period commencing on the Termination Date, payable in equal installments in accordance with the Company's normal payroll procedures; and (iii)) continued coverage under the benefit arrangements provided pursuant to Section 4(c)(ii) (or substantially equivalent benefit arrangements) for the greater of (A) the remainder of the three-year period commencing on the Commencement Date and (B) the 12 month period commencing on the Termination Date. (cd) The EmployeeOfficer's obligations under Sections 9, 10 8 and 11 9 of this Agreement, and the Corporation's obligations under this Section 8, Agreement shall survive the termination of this Agreement and the termination of the EmployeeOfficer's employment hereunder.

Effect of Termination of Employment. (a) Upon In the effective date of termination of the event Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee ’s Continuous Employment [terminates] [is terminated] prior to the Termination relevant Distribution Date pursuant [by reason] [on account] of death [or Disability (as defined in Section 2.19 of the Plan)], and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such death [or Disability], then Employee shall upon death [or Disability (as the case may be)] be deemed to have fully satisfied all of the conditions of transfer in paragraph 6 and Employee’s rights hereunder with respect to any Benefit Arrangement; providedsuch MI Shares shall inure to the benefit of [Employee (or, howeverin the case of death] Employee’s executors, unless specifically provided otherwise in this Section 8administrators, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearpersonal representatives and assigns[)]. (b) Upon In the event Employee’s Continuous Employment terminates prior to the relevant Distribution Date by reason of Employee’s Retirement (as defined below), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such Retirement, and provided that Employee continues to meet the requirements of Non-competition and No Improper Conduct, then Employee’s rights hereunder with respect to any outstanding MI Shares shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Distribution Dates related to the Award, except not for that portion of MI Shares granted less than one year prior to Employee’s termination equal to such number of shares multiplied by the ratio of (a) the number of days after the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until date and before the first anniversary of the Termination Grant Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and over (iib) the payments, if any, referred to number of days in Sections 8(a)(iithe twelve (12) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 month period following the Grant Date. For purposes of this Agreement, and the Corporation's obligations under this Section 8, “Retirement” shall survive the mean termination of this Agreement and the termination employment [on account of Disability (as defined in Section 2.19 of the Employee's employment hereunderPlan) or] by retiring with the specific approval of the Committee on or after such date on which Employee has attained age 55 and completed ten (10) Years of Service.] Except as set forth in this paragraph 8 above, no other transfer of rights with respect to MI Shares shall be permitted pursuant to this Agreement.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's ’s employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's ’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's ’s employment pursuant to Section 7(b), neither the Employee nor the Employee's ’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the this Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii). (c) Upon the termination of the Employee’s employment by reason of “retirement” (as defined in the Corporation’s Health and Welfare Plan for Early Retirees (the “Retiree Plan”)), the Employee (and his or her eligible spouse and dependents) shall be entitled to receive post-retirement medical insurance coverage pursuant to the terms of the Retiree Plan, for which the cost of premiums shall be paid by the Employee (or such spouse and/or dependents). In the event that the Retiree Plan is no longer in effect (or if otherwise necessary for tax and legal purposes), the Corporation shall make available equivalent coverage to the Employee (and such spouse and/or dependents) at substantially the same cost to the Employee (and such spouse and/or dependents) as would have been charged under the Retiree Plan as of the earlier of the date the Retiree Plan is terminated and the time of the Employee’s retirement (“Equivalent Retiree Coverage”); provided, however, that the Corporation may increase the premium charged to the Employee (and such spouse and/or dependents) based on the increase in cost, if any, to provide the Retiree Plan that may arise after the Employee’s retirement. The Corporation shall take any action necessary to ensure that the Equivalent Retiree Coverage, if any, shall be provided other than pursuant to the terms of a self-insured medical reimbursement plan that does not satisfy the requirements of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended. (d) the Employee's ’s obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's ’s obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's ’s employment hereunder.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment hereunder pursuant to Section 6, Section 7(a) a Voluntary Termination or Section 7(c) hereofa Termination For Cause, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the any unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Datedate of termination; (ii) cash compensation equal to the product of (A) the number of days of accrued paid time off, if any, accumulated by the Employee to the effective date of termination divided by the total number of work days per annum for which the Employee receives a Base Salary multiplied by (B) the Base Salary; and (iii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, reimbursed as provided in Section 5(d5(e) and (f); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment hereunder pursuant to Section 7(b)an Involuntary Termination, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) to receive a termination payment equal to that provided for in Section 11(a) hereof and (ii) to receive a cash severance payment in an aggregate amount equal to the unpaid portion cash compensation received by the Employee during the 3-month period immediately prior to the effective date of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination DateInvoluntary Termination, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)equal monthly installments. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and Upon the termination of the Employee's employment hereunder.hereunder pursuant to a Termination Without Cause, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right (i) to receive a termination payment equal to the

Effect of Termination of Employment. (a) Upon In the effective date of termination of the event Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee ’s Continuous Employment is terminated prior to the Termination relevant Vesting Date pursuant on account of Employee’s Disability or death, and if Employee had otherwise met the requirements of Continuous Employment, Non- competition and No Improper Conduct from the Grant Date through the date of such Disability or death, then Employee’s unvested RSUs shall immediately vest in full upon Disability or death and Employee’s rights hereunder with respect to any Benefit Arrangement; providedsuch RSUs shall inure to the benefit of Employee’s executors, howeveradministrators, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearpersonal representatives and assigns. (b) Upon In the event Employee’s Continuous Employment is terminated prior to the relevant Vesting Date on account of Employee’s Retirement (as defined below), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such Retirement, and provided that Employee continues to meet the requirements of Non-competition and No Improper Conduct, then Employee’s rights hereunder with respect to any outstanding, unvested RSUs shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Vesting Dates, except that if Employee’s termination occurs before the one year anniversary of the Employee's employment pursuant Grant Date, then that portion of RSUs equal to Section 7(b), neither the Employee nor total number of RSUs granted hereunder multiplied by the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out ratio of this Agreement, except the right to receive: (i) the unpaid portion number of days after the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until termination date and before the first anniversary of the Termination Grant Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and over (ii) the paymentsnumber of days in the twelve (12) month period following the Grant Date shall be immediately forfeited upon Employee’s termination. For purposes of this Agreement, if any, referred to “Retirement” shall mean termination of employment on account of Disability (as defined in Sections 8(a)(iiSection 2.15 of the Plan) or by retiring with the specific approval of the Committee on or after such date on which Employee has attained age 55 and completed ten (iii)10) Years of Service. (c) The In the event Employee's obligations under Sections 9’s Continuous Employment or service with the Company and its Subsidiaries is terminated prior to the relevant Vesting Date as a result of a Divestiture (defined as either (i) the disposition by the Company or a Subsidiary of all or a portion of the assets used by the Company or Subsidiary in a trade or business, 10 for which the Employee works, to an unrelated corporation or entity and 11 which results in the Employee ceasing to be employed by the Company or a Subsidiary or (ii) the disposition by the Company of its equity interest in a Subsidiary that employs the Employee to an unrelated individual or entity (which, for the avoidance of doubt, excludes a spin-off or split-off or similar transaction), provided that such Subsidiary ceases to be controlled by the Company as a result of such disposition), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such termination, all of the unvested RSUs shall immediately vest in full as of the Divestiture, and provided that Employee continues to meet the requirements of Non-competition and No Improper Conduct, shall be settled on the relevant Vesting Date that would have applied had no Divestiture or termination of Continuous Employment occurred. Notwithstanding the foregoing, and in lieu of the foregoing, the Company may, in its discretion, accelerate the settlement of the RSUs to the extent permitted by Code Section 409A, such that the date of the Divestiture shall be deemed the Vesting Date for all of the RSUs for purposes of paragraph 4 above. (d) In the event Employee’s Continuous Employment is terminated prior to the relevant Vesting Date for any reason other than those specified in (a), (b) or (c) above, Employee shall immediately forfeit all of the unvested RSUs granted hereunder. Except as set forth in paragraph 8(a) above, no other transfer of rights with respect to RSUs shall be permitted pursuant to this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. (a) Upon In the effective date of termination of the event Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee ’s Continuous Employment is terminated prior to the Termination relevant Vesting Date pursuant on account of death, and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Award Date through the date of such death, then Employee’s unvested MI Shares shall immediately vest in full upon death and Employee’s rights hereunder with respect to any Benefit Arrangement; providedsuch MI Shares shall inure to the benefit of Employee’s executors, howeveradministrators, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearpersonal representatives and assigns. (b) Upon In the event Employee’s Continuous Employment is terminated prior to the relevant Vesting Date on account of Employee’s Disability or Retirement (as defined below), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Award Date through the date of such Disability or Retirement, and provided that Employee continues to meet the requirements of Non-competition and No Improper Conduct, then Employee’s rights hereunder with respect to any outstanding, unvested MI Shares shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Vesting Dates related to the Award, except not for that portion of MI Shares granted less than one year prior to Employee’s termination equal to such number of shares multiplied by the ratio of (a) the number of days after the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until date and before the first anniversary of the Termination Grant Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and over (iib) the payments, if any, referred to number of days in Sections 8(a)(iithe twelve (12) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 month period following the Grant Date. For purposes of this Agreement, and the Corporation's obligations under this Section 8, “Retirement” shall survive the mean termination of this Agreement and the termination employment on account of Disability (as defined in Section 2.19 of the Employee's employment hereunderPlan) or by retiring with the specific approval of the Committee on or after such date on which Employee has attained age 55 and completed ten (10) Years of Service. Except as set forth in this paragraph 8 above, no other transfer of rights with respect to MI Shares shall be permitted pursuant to this Agreement.

Effect of Termination of Employment. (a) Upon In the effective date of termination event the Participant shall cease to be employed by the Company and all subsidiaries of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have Company for any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: reason other than (i) the unpaid portion of the Base Salary provided Termination for in Section 5(a)Cause, computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursedRetirement, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned death or Disability or (iv) termination by the Employee prior Company or a subsidiary of the Participant’s employment with the Company and its subsidiaries within two (2) years following a Change of Control, the Participant may exercise the Option to the Termination Date pursuant extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of such termination of employment, and the exercise of the Option to that limited extent may be effected at any Benefit Arrangementtime within thirty (30) days after the date of such termination of employment but not thereafter; provided, however, unless specifically provided otherwise in this Section 8, that the Employee shall Option may not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if exercised after the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearExpiration Date. (b) Upon In the termination event the Participant shall cease to be employed by the Company and its subsidiaries upon Termination for Cause, the Option shall be terminated as of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out date of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)termination. (c) The Employee's obligations Except as otherwise provided in Sections 6(b), 6(d) and 6(e), in the event the Participant shall cease to be employed by the Company and all subsidiaries of the Company because of Retirement, the Option, to the extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under Sections 9, 10 and 11 the Option on the date of this Agreementthe Participant’s Retirement, and the Corporation's obligations under exercise of the Option to that limited extent may be effected at any time within three (3) years after the date of the Participant’s Retirement but not thereafter; provided, however, that the Option may not be exercised after the Expiration Date. If a Participant who has thus retired dies within three (3) years after the date of the Participant’s Retirement and prior to the Expiration Date, the exercise of the Option to the limited extent provided for in the first sentence of this Section 86(c) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant’s death, but not after the Expiration Date. (d) In the event the Participant dies or is deemed to suffer a Disability while employed by the Company or a subsidiary, the Option, to the extent not previously exercised or forfeited, shall survive be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of the Participant’s death or Disability. In the event of Participant’s death, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant’s death, but not after the Expiration Date. In the event of the Participant’s Disability, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant at any time within two (2) years after the date of the Participant’s Disability, but not after the Expiration Date. (e) In the event the Company or a subsidiary terminates the Participant’s employment with the Company and all subsidiaries of the Company for any reason other than death, Disability or Termination for Cause within two (2) years following a Change of Control, the Option shall become immediately exercisable in full on the date of such termination of this Agreement employment, and the exercise of the Option may be effected at any time within six (6) months after the date of the Participant’s termination of employment, but not after the Employee's Expiration Date. In the event that the provisions of this Section 6(e) result in “payments” that are finally and conclusively determined by a court or Internal Revenue Service proceeding to be subject to the excise tax imposed by Section 4999 of the Code, and the Participant has not received any additional cash payment from the Company relating thereto under the provisions of Section 6 of the Severance Agreement between the Company and the Participant (the “Severance Agreement”), the Company shall pay to the Participant an additional amount such that the net amount retained by the Participant following realization of all compensation under the Plan that resulted in such “payments,” after allowing for the amount of such excise tax and any additional federal, state and local income and employment hereundertaxes paid on the additional amount, shall be equal to the net amount that would otherwise have been retained by the Participant if there were no excise tax imposed by Section 4999 of the Code. If the Participant receives any additional cash payment from the Company under Section 6 of the Severance Agreement, the foregoing sentence shall be of no force or effect and the provisions of the Severance Agreement shall be deemed to supersede the foregoing sentence in its entirety.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's ’s employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's ’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's ’s employment pursuant to Section 7(b), neither the Employee nor the Employee's ’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the this Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii). (iii) the applicable bonus provided for in Section 5(b) computed on a pro-rata basis to the Termination Date, payable at the same time and in the same manner only as, if and when bonuses are paid to other employees of the Corporation of comparable seniority. (c) Upon the termination of the Employee’s employment by reason of “retirement” (as defined in the Corporation’s Health and Welfare Plan for Early Retirees (the “Retiree Plan”)), the Employee (and his or her eligible spouse and dependents) shall be entitled to receive post-retirement medical insurance coverage pursuant to the terms of the Retiree Plan, for which the cost of premiums shall be paid by the Employee (or such spouse and/or dependents). In the event that the Retiree Plan is no longer in effect (or if otherwise necessary for tax and legal purposes), the Corporation shall make available equivalent coverage to the Employee (and such spouse and/or dependents) at substantially the same cost to the Employee (and such spouse and/or dependents) as would have been charged under the Retiree Plan as of the earlier of the date the Retiree Plan is terminated and the time of the Employee’s retirement (“Equivalent Retiree Coverage”); provided, however, that the Corporation may increase the premium charged to the Employee (and such spouse and/or dependents) based on the increase in cost, if any, to provide the Retiree Plan that may arise after the Employee’s retirement. The Corporation shall take any action necessary to ensure that the Equivalent Retiree Coverage, if any, shall be provided other than pursuant to the terms of a self-insured medical reimbursement plan that does not satisfy the requirements of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended. (d) the Employee's ’s obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's ’s obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's ’s employment hereunder.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of Following the Termination Date: (i) the unpaid portion 4.3.1 Executive shall return all property of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, Employer as provided in Section 5(d)6 of this Agreement; 4.3.2 Executive’s base salary shall cease to accrue; 4.3.3 Subject to Section 4.4, the Board of Directors shall pay an appropriate bonus to Executive as his bonus or other incentive compensation for the period through the Termination Date computed consistently with the manner in which Executive’s bonus or incentive compensation would have been determined for such period, as defined in Section 3.2, if Executive’s employment had not terminated; 4.3.4 Executive’s participation in FII’s benefit plans shall cease except as required by law, the terms of the plan(s) or as provided in subparagraph 3.4 of this Agreement; 4.3.5 Executive shall cease to accrue vacation days and shall be paid for unused vacation time accrued in accordance with Employer’s policies applicable to employees generally; and 4.3.6 Executive shall submit any claims for reimbursement of business expenses incurred in accordance with Section 3.5 within the time period required under Employer’s policies generally or Employer will not be obligated to reimburse such expenses. 4.3.7 In the case of an Early Termination, the Employer shall have no further liability to Executive hereunder, except as explicitly stated in this Agreement, other than for earned but unpaid compensation and those benefits (iiiaccrued but unpaid) the unpaid portion of any amounts earned by the Employee prior to which Executive is entitled under this Agreement through the Termination Date pursuant to Date, including termination in the cases listed in Section 3.4, continued fringe benefits as provided in such Section 3.4. Upon Termination of Employment, for any Benefit Arrangement; providedreason, howeverall split dollar insurance policies in effect on the Executive’s life will terminate. The Executive shall have the right, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed split dollar agreement, to purchase the policies by paying to the Corporation an amount as defined in Article 7.1 of the end of such fiscal yearSplit Dollar Agreement. (b) Upon 4.3.8 If, during the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out term of this Agreement, except the right Executive is terminated for reasons other than those set forth in subparagraphs 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.6 or 4.1.7, Employer shall, during the one year period after the Termination Date, make equal monthly payments or a single lump sum payment to receive: the Executive (iwhich shall not be deemed base annual salary payments) in an amount such that the unpaid portion present value of the Base Salaryall such payments, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary determined as of the Termination Date, payable in such installments as equals the sum of (a) the Base Salary was Amount paid prior to the Termination Date; and Executive, and (iib) the payments, if any, referred to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and annual incentive compensation earned by Executive for the Corporation's obligations under this Section 8, most recent tax year ending before Termination Date occurred. It shall survive be at the termination of this Agreement and the termination discretion of the Employee's employment hereunderCompensation Committee, as to whether the payment is made as a single lump sum payment or equal monthly payments.

Effect of Termination of Employment. (a) Upon the effective date of termination of the EmployeeExecutive's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereoffor Cause, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: receive (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; Date (the "Unpaid Salary Amount"), and (ii) reimbursement for any expenses for which the Employee Executive shall not have theretofore been reimbursed, as provided in Section 5(d4.4 (the "Expense Reimbursement Amount"); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the EmployeeExecutive's employment pursuant to Section 7(b)by the Company Not for Cause or by the Executive for Good Reason, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: receive (i) the unpaid portion of the Base SalaryUnpaid Salary Amount, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsExpense Reimbursement Amount, if any, referred to in Sections 8(a)(ii) and (iii)) severance compensation equal to six months salary. (c) The EmployeeIn the event the Executive resigns from the employment by the Company prior to the end of the Term, neither the Executive nor the Executive's obligations beneficiaries or estate shall have any further rights under Sections 9, 10 and 11 this Agreement or claims against the Company arising out of this AgreementAgreement except the right to receive (i) the Unpaid Salary Amount, and (ii) the Corporation's obligations under Expense Reimbursement Amount. Notwithstanding the preceding provisions of this Section 8, in the event the payments to be received by the Executive would constitute an "excess parachute payment" under the Internal Revenue Code of 1986, and applicable regulations as then in effect, then such payments shall survive the termination of this Agreement and the termination of the Employee's employment hereunderbe reduced accordingly so as not to constitute an "excess parachute payment."

Effect of Termination of Employment. (a) Upon Except as otherwise provided in this Section 7, the effective Option may not be exercised until January 1, 2007, after which date of termination of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither Option may be exercised provided the Employee nor the Employee's beneficiaries or estate Optionee shall have any further rights under this Agreement or any claims against been continuously employed by the Corporation arising out of this Agreementor a Subsidiary from the Grant Date until December 31, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, 2006. Except as provided in Section 5(d); and7, the Option shall be forfeited in the event of termination of such employment. The Committee may make such provision as it deems appropriate if the Optionee is on approved leave of absence from such employment. The Option shall be subject to the following provisions in the case of the cessation of the Optionee’s employment during the term of the Option: (iiia) If the unpaid portion of any amounts earned by the Employee prior Optionee shall cease to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as and all Subsidiaries by reason of (i) an involuntary termination of the end Optionee’s employment by the Corporation or employing Subsidiary, not For Cause1, or (ii) the Optionee’s permanent and total disability within the meaning of Code Section 22(e)(3) or (iii) 1 “For Cause”, which is defined as the occurrence of: (A) gross neglect, malfeasance or gross insubordination by the Optionee in performing his duties under his Employment Agreement; (B) the Optionee’s conviction for a felony, excluding convictions associated with traffic violations; (C) an egregious act of dishonesty (including without limitation theft or embezzlement) or a malicious action by Optionee toward Duke Energy’s customers or employees; (D) a willful and material violation of any provision of Section 11 of the Optionee’s Employment Agreement; (E) intentional reckless conduct by the Optionee that is materially detrimental to the business or reputation of Duke Energy; or (F) material failure of the Optionee to carry out reasonably assigned duties or instructions consistent with the titles of Chairman and Chief Executive Officer (provided that material failure to carry out reasonably assigned duties shall be deemed to constitute cause only after a finding by Duke Energy’s Board of Directors, or a duly constituted committee thereof, of material failure on the part of Optionee and the failure to remedy such performance to the Board’s or the Committee’s, satisfaction within 30 days after delivery of written notice to Optionee of such fiscal yearfinding). the Optionee’s death, the Optionee (or, if the Optionee is dead, the Optionee’s duly appointed legal representative or such other person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or the laws of descent and distribution) may, within a period of (A) the remaining term of the Option when such cessation of employment was triggered by subsection (i) above, or (B) not more than thirty-six (36) months after such cessation of employment when such cessation of employment was triggered by subsections (ii) or (iii) above, exercise the Option, in whole or in part, to the extent of (A) the number of outstanding shares as to which the Option was vested at the date of such cessation of employment, plus (B) in the event the Option has not become fully vested, such additional number of outstanding shares under the Option the Committee, or its delegatee, shall immediately vest a portion of the Option, such portion to be equal to (1) the number of full calendar months elapsed between November 1, 2003, and the time of termination (including November 2003) divided by (2) thirty-eight, and the vested shares under the Option (including those that vest pursuant to the operation of this Section 2) will become immediately exercisable. (b) Upon If the termination Optionee shall cease to be employed by the Corporation and all Subsidiaries For Cause or any reason other than those set forth in paragraph (a) above, the Optionee (or, if the Optionee is dead, the Optionee’s duly appointed legal representative or such other person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or the laws of descent and distribution) may, within a period of not more than three (3) months after such cessation of employment, exercise the Option, in whole or in part, to the extent of the Employee's employment pursuant number of outstanding shares as to Section 7(b)which the Option was vested at the date of such cessation of employment. Notwithstanding, neither paragraph (a) or (b) above, in no event may the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: Option be exercised more than ten (i10) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period years from the Commencement Date until the first anniversary of the Termination Grant Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's Anson’s employment pursuant to Section 6, Section 7(a) or Section 7(c) hereoffor Cause, neither the Employee he nor the Employee's Anson’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: receive (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; Date as described in Section 4.1(a)(the “Unpaid Salary Amount”), and (ii) reimbursement for any expenses for which the Employee he shall not have theretofore been reimbursed, as provided in Section 5(d4.4 (the "Expense Reimbursement Amount"); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of Anson’s employment by the Employee's employment pursuant to Section 7(b)Company Without Cause or by Anson for Good Reason, neither the Employee he nor the Employee's Anson’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: receive (i) the unpaid portion of the Base SalaryUnpaid Salary Amount thru termination, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsExpense Reimbursement Amount thru termination, if any(iii) a severance compensation of the annual salary as set forth in paragraph 4.1(a) paid over twelve months from the Termination Date as indicated in 4.1(e), referred to (iv) continuation of health care benefits as set forth in Sections 8(a)(ii) paragraph 4.4 for the twelve months after termination, and (iii)v) retention of any unvested options. (c) The Employee's obligations In the event Anson resigns from employment, neither he nor Anson’s beneficiaries or estate shall have any further rights under Sections 9, 10 and 11 this Agreement or claims against the Company arising out of this AgreementAgreement except the right to receive (i) the Unpaid Salary Amount thru termination, and (ii) the Corporation's obligations Expense Reimbursement Amount thru termination. (d) Notwithstanding the preceding provisions of this Section 8, in the event the payments to be received by the employee would constitute an "excess parachute payment" under the Internal Revenue Code of 1986, and applicable regulations as then in effect, then such payments shall be reduced accordingly so as not to constitute an "excess parachute payment." (e) In the event of any termination of Anson’s employment under this Section 8, shall survive the termination of this Agreement Company will take any and the termination all steps necessary to remove Anson from any personal guarantees undertaken by him on behalf of the Employee's Company during his employment hereunderwith the Company.

Effect of Termination of Employment. (a) Upon The proviso contained at the effective date end of termination Section 11 of the Employee's employment Employment Agreement is hereby amended to read in its entirety as follows: "PROVIDED, HOWEVER, that if the Termination of Employment is pursuant to Section 6a Termination Without Cause, Section 7(athen, in addition to the amounts computed pursuant to Sections 11(a) or Section 7(c) hereofthrough 11(d), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days receive as severance compensation an amount equal to the greater of (A) 100% of one year's Base Salary (as of the Termination Date: ) and (iB) the unpaid portion 1/12th of the one year's Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date) for each year (not to exceed 24 years in the aggregate) that the Employee was employed by the Company (and its predecessor-in-interest, Xxxxx Plastics, Inc.), the amount referred to in clause (A) or (B), as the case may be, to be payable at the same times at which and in such installments as the same manner in which the Base Salary was paid prior would have been payable to the Employee had the Termination Date; and of Employment not occurred (ii) the payments, if any, amount payable by the Company to the Employee pursuant to this proviso being hereinafter referred to as the "Severance Compensation"); PROVIDED FURTHER, HOWEVER, in Sections 8(a)(ii) and (iii)the event that, at any time after the Expiration Date, there occurs a Termination of Employment pursuant to a Termination Without Cause, the Company shall pay the Severance Compensation to the Employee as if the Expiration Date had not occurred. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder."

Effect of Termination of Employment. (a) Upon the effective date of termination of the EmployeeExecutive's employment pursuant to Section 6, Section 7(a(i) for Cause or Section 7(c(ii) hereofa Disability, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: receive (i) the unpaid portion of the Base Salary provided for in Section 5(a)4.1, computed on a pro rata basis to the Termination Date; Date (the "Unpaid Salary Amount"), (ii) reimbursement for any expenses for which the Employee Executive shall not have theretofore been reimbursed, as provided in Section 5(d); and 4.4 (the "Expense Reimbursement Amount") and (iii) the accrued and unpaid portion of any amounts earned by the Employee prior owed to the Executive under Sections 4.2 and 4.3 hereof through the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearDate. (b) Upon the termination of the EmployeeExecutive's employment pursuant to Section 7(b)for other than Cause or a Disability, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: receive (i) the unpaid portion of the Base SalaryUnpaid Salary Amount, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsExpense Reimbursement Amount, (iii) severance compensation equal to the Base Salary for the term of this Agreement (as if anythis Agreement was not terminated), referred to 50% of which is payable on the Termination Date and 50% of which is payable in Sections 8(a)(ii) equal monthly installments during the period commencing on the first day of January following the Termination Date and ending on the following December 1, and (iii). (civ) The Employee's obligations accrued and unpaid amounts owed to the Executive under Sections 9, 10 4.2 and 11 4.3 hereof through the Term of this AgreementAgreement (the "Bonus Amounts"). In the event that this Agreement is terminated as a result of he death of the Executive, the Executive's estate shall be entitled to (i) the Unpaid Salary Amount and (ii) the Expense Reimbursement Amount, and the Corporation's obligations under this Section 8, Bonus Amounts shall survive be paid in accordance with the termination of this Agreement and the termination terms of the Employee's employment hereunderLetter Agreement.

Effect of Termination of Employment. Except as specified below, if the Employee ceases to be employed by, or provide services to, the Company before the Distribution Date, the Award will be forfeited. (a) Upon In the effective date of termination of the event Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee ’s Continuous Employment [terminates] [is terminated] prior to the Termination relevant Distribution Date pursuant [by reason] [on account] of death [or Disability (as defined in Section 2.19 of the Plan)], and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such death [or Disability], then Employee shall upon death [or Disability (as the case may be)] be deemed to have fully satisfied all of the Conditions of Transfer in paragraph 5 and to have met the target level of performance with respect to the goal set forth in Appendix A, and Employee’s rights hereunder with respect to any Benefit Arrangement; providedsuch Performance Share Units shall inure to the benefit of [Employee (or, howeverin the case of death] Employee’s executors, unless specifically provided otherwise in this Section 8administrators, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearpersonal representatives and assigns[)]. (b) Upon In the event Employee’s Continuous Employment terminates prior to the Distribution Date by reason of Employee’s Retirement (as defined below), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such Retirement, and provided that Employee continues to meet the requirements of Non-competition and No Improper Conduct, then Employee’s rights hereunder with respect to any outstanding Performance Share Units shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Distribution Date related to the Award, except not for that portion of Performance Share Units granted less than one year prior to Employee’s termination equal to such number of shares multiplied by the ratio of (a) the number of days after the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until date and before the first anniversary of the Termination Grant Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and over (iib) the payments, if any, referred to number of days in Sections 8(a)(iithe twelve (12) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 month period following the Grant Date. For purposes of this Agreement, and the Corporation's obligations under this Section 8, “Retirement” shall survive the mean termination of this Agreement and the termination employment [on account of Disability (as defined in Section 2.19 of the Employee's employment hereunderPlan) or] by retiring with the specific approval of the Committee on or after such date on which Employee has attained age 55 and completed ten (10) Years of Service. Except as set forth in this paragraph 7 above, no other transfer of rights with respect to Performance Share Units shall be permitted pursuant to this Agreement.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's ’s employment hereunder pursuant to Section 6, Section 7(a) a Voluntary Termination or Section 7(c) hereofa Termination For Cause, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a4(a), computed on a pro pro-rata basis to the Termination Date;date of termination; and (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, reimbursed as provided in Section 5(d5(e); and. (iii) the unpaid portion of any amounts earned by due and owing to the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearunder any benefit plan. (b) Upon the termination of the Employee's ’s employment hereunder pursuant to Section 7(b), Disability or death neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, receive payments equal to that provided for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsSection 5(a), if anyapplicable, referred to in Sections 8(a)(iiand Section 9(a) hereof and (iii)any other benefits available under the Corporation’s Benefits Plans. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and Upon the termination of the Employee's ’s employment hereunderhereunder pursuant to a Termination Without Cause, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Corporation under this Agreement except to receive a termination payment equal to that provided for in Section 9(a) hereof, plus an aggregate amount equal to twelve (12) months Base Salary, payable in equal monthly installments and the continuation of medical and dental benefits and life insurance for the same twelve (12) month period to the extent such benefits were being provided to Employee at the time of termination.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment hereunder pursuant to Section 6, Section 7(a) a Voluntary Termination or Section 7(c) hereofa Termination for Cause, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the any unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Datedate of termination; (ii) cash compensation equal to the product of (A) the number of days of accrued vacation, if any, accumulated by the Employee to the effective date of termination divided by the total number of work days per annum for which the Employee receives a Base Salary multiplied by (B) the Base Salary; and (iii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, reimbursed as provided in Section 5(d); and (iii) . In addition, current arrangements concerning indemnification, including but not limited to payment of expenses of officers, directors, and employees in connection with litigation involving the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise Company shall remain in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearfull force and effect following termination. (b) Upon the termination of the Employee's employment hereunder pursuant to Section 7(b)an Involuntary Termination, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) to receive a termination payment equal to that provided for in Section 11(a) hereof, plus (ii) to receive a cash severance payment in an aggregate amount equal to the unpaid portion cash compensation received by the Employee during the 3-month period immediately prior to the effective date of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination DateInvoluntary Termination, payable in such installments as the Base Salary was paid prior equal monthly installments, plus (iii) to be immediately vested in all stock options granted to the Termination Date; and (ii) Employee by the paymentsCompany that would have vested during the three-month period immediately following the effective date of the Involuntary Termination. In addition, if anycurrent arrangements concerning indemnification, referred including but not limited to payment of expenses of officers, directors, and employees in Sections 8(a)(ii) connection with litigation involving the Company shall remain in full force and (iii)effect following termination. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and Upon the termination of the Employee's employment hereunderhereunder pursuant to a Termination Without Cause, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right (i) to receive a termination payment equal to the amount provided for in Section 11(a) hereof , (ii) to receive a cash severance payment in an aggregate amount equal to twice the base salary and bonus received by the Employee during the 12-month period immediately prior to the effective date of the Termination Without Cause, plus car allowance, health insurance and life insurance premium payments, professional licensing and membership fees and dues for such one year period, payable in one lump sum within 10 days of such termination if such termination occurs within six months of a Change in Control, and otherwise in 24 equal monthly installments, (iii) reasonable cell phone and pager use, and inclusion in the Company's 401(k) plan for the 24-month period following such termination; plus (iv) all options to purchase common stock of the Company, which shall include any parent or affiliated entity shall fully vest and shall be exercisable for a period of five years following the date of such Termination. In addition, current arrangements concerning indemnification, including but not limited to payment of expenses of officers, directors, and employees in connection with litigation involving the Company shall remain in full force and effect following termination.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of Following the Termination Date: (i) the unpaid portion 4.3.1 Executive shall return all property of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, Employer as provided in Section 5(d)6 of this Agreement; 4.3.2 Executive's salary shall cease to accrue; -------------------------------------------------------------------------------- Page 57 4.3.3 subject to Section 4.4, the Board of Directors shall determine an appropriate bonus to pay to Executive as his bonus or other incentive compensation for the period through the Termination Date computed consistently with the manner in which Executive's bonus or incentive compensation would have been determined for such period if Executive's employment had not terminated; 4.3.4 Executive's participation in FII's benefit plans shall cease except as required by law, the terms of the plan(s) or as provided in subparagraph 3.4 of this Agreement; 4.3.5 Executive shall cease to accrue vacation days and shall be paid for unused vacation time accrued since the beginning of the then current Initial or Renewal Term in accordance with Employer's policies applicable to employees generally; and (iii) 4.3.6 Executive shall submit any claims for reimbursement of business expenses incurred in accordance with Section 3.5 within the unpaid portion of any amounts earned by the Employee time period required under Employer's policies generally or Employer will not be obligated to reimburse such expenses. 4.3.7 If this Agreement is terminated prior to the Termination Date pursuant expiration of the Initial Term or any Renewal Term as provided in Section 4 of this Agreement, the Employer shall have no further liability to any Benefit Arrangement; Executive hereunder, except as explicitly stated in this Agreement, other than for earned but unpaid compensation and those benefits (accrued but unpaid) to which Executive is entitled under this Agreement through the date of termination, provided, however, unless specifically provided otherwise that in this Section 8the event Executive becomes a "Retired Early Employee" as defined in subparagraph 4.4.1 or is terminated for reasons other than those set forth in subparagraphs 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.6 or 4.1.7, health insurance and dental benefits to Executive will be continued as if Executive continued to remain an employee for the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms remaining term of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against until Executive obtains another position offering comparable benefits, whichever occurs first. 4.3.8 If, during the Corporation arising out term of this Agreement, except the right Executive is terminated for reasons other than those set forth in subparagraphs 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.6 or 4.1.7, Employer shall, during the one year period after the Termination Date, make equal monthly payments or a single lump sum payment to receive: the Executive (iwhich shall not be deemed base annual salary payments) in an amount such that the unpaid portion present value of the Base Salaryall such payments, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary determined as of the Termination Date, payable in such installments as equals the sum of (a) the Base Salary was paid prior to the Termination Date; and Amount, and (iib) the payments, if any, referred annual incentive compensation paid by Employer to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and Executive for the Corporation's obligations under this Section 8, shall survive most recent tax year ending before the date on which the termination of this Agreement and occurred. It shall be at the termination discretion of the Employee's employment hereunderCompensation Committee, as to whether the payment is made as a single lump sum payment or equal monthly payments.

Effect of Termination of Employment. Upon termination of Employee's employment and this Agreement, the rights and obligations of the parties pursuant to Sections 7 through 14 and Sections 16, 17 and 18 shall be unaffected, but all other rights and obligations of the parties hereunder shall cease, except: (a) Upon If the effective date of termination Agreement is terminated pursuant to Section 4(a), all of the Employee's employment rights to receive compensation and benefits under this Agreement shall terminate as of the date of such termination, except as otherwise mandated by law, and the Employer shall not be entitled to any bonus with respect to the year in which termination occurs. (b) If this agreement is terminated pursuant to Section 6, Section 7(a4(f) or 4(g), the Company shall continue to pay Employee (or his estate), his Annual Base Salary at the time of termination described in Section 7(c3(a) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under of this Agreement for two (2) years, a prorata bonus under Section 3(b) for the period through the date of termination, and a bonus under Section 3(b) for the twelve month period following the termination (collectively, "Severance Pay"). The Severance Pay shall be paid to Employee (or his estate) on the regular pay periods established by the Company, but at least on a monthly basis, and shall be subject to withholding and other applicable taxes. Notwithstanding the terms of any option plan or any claims against the Corporation arising out equity awards granted to Employee thereunder, all such options and equity awards outstanding immediately prior to such termination shall immediately become exercisable. If Employee has been found to have in any manner breached Section 7 of this Agreement, except then the right Company's duty to receivepay any Severance Pay to Employee under this Section 5(b) of this Agreement shall terminate from the date on which it is determined that said breach occurred and Employee shall immediately reimburse the Company for any Severance Pay payments made by the Company to Employee after the first date on which said breach occurred. (c) If this Agreement is terminated pursuant to Section 4(b) or 4(c), within 30 days Employee (or his estate) shall receive his annual base salary for the remainder of the Termination Date:calendar year in which such termination occurs (according to the same payroll practices in effect at the time of termination) and benefits (as applicable) for the remainder of the year and six months of the following year. Notwithstanding the terms of any option plan or any equity awards granted to Employee thereunder, all such options and equity awards outstanding immediately prior to such termination shall immediately become exercisable. (id) the unpaid portion of the Base Salary If this Agreement is terminated pursuant to Section 4(d), Employee shall receive Severance Pay as provided for in Section 5(a). Notwithstanding the terms of any option plan or equity award granted to Employee thereunder, computed on all such options and equity awards outstanding immediately prior to such termination shall immediately become exercisable. (e) If this Agreement is terminated pursuant to Section 4(e), all of the Employee's rights to receive compensation and benefits under this Agreement shall terminate as of the date of such termination, except that the Employee shall be entitled to receive a pro rata basis bonus through the date of termination and shall be entitled to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned receive benefits otherwise mandated by the Employee prior to the Termination Date pursuant to any Benefit Arrangementlaw; provided, however, unless specifically provided otherwise that if the Employee continues to provide services under this Agreement for a period of at least six (6) months following the closing date of an event described in this Section 83(d), and within six(6) months thereafter decides to terminate his employment, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearSeverance Pay. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. (a) Upon the effective date of termination of the EmployeeExecutive's employment pursuant to Section 6, Section 7(afor (i) Cause or Section 7(c(ii) hereofa Disability, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: receive (i) the unpaid portion of the Base Salary provided for in Section 5(a)4.1, computed on a pro rata basis to the Termination Date; Date (the "Unpaid Salary Amount"), (ii) reimbursement for any expenses for which the Employee Executive shall not have theretofore therefore been reimbursed, as provided in Section 5(d); and (the "Expense Reimbursement Amount") and (iii) unpaid amounts owed to the unpaid portion Executive for accrued an unused vacation days through the Termination Date, (iv) stock option of any amounts earned by the Employee prior to 1,000,000 shares fully vested on the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as and exercisable with 6 months of the end Termination Date in the case of such fiscal yearExecutive being terminated for causes under Section b(i), (ii), and (iii). (b) Upon the termination of the EmployeeExecutive's employment pursuant to Section 7(b)for other than Cause or a Disability, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: receive (i) the unpaid portion of the Base SalaryUnpaid Salary Amount, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsExpense Reimbursement Amount, if any, referred to in Sections 8(a)(ii) and (iii). ) severance compensation equal to the Base Salary for the lesser of (ci) The Employee's obligations under Sections 9, 10 and 11 the remainder of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of Term (as if this Agreement was not terminated) or (ii) six (6) months, 50% of which is payable on the Termination Date and 50% of which is payable in equal monthly installments during the termination period commencing sixty (60) days following the Termination Date and continuing for a period of the Employee's employment hereundertwelve (12) months thereafter.

Effect of Termination of Employment. (a) Upon In the effective date of termination event the Participant shall cease to be employed by the Company and all subsidiaries of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have Company for any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: reason other than (i) the unpaid portion of the Base Salary provided Termination for in Section 5(a)Cause, computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursedRetirement, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned death or Disability or (iv) termination by the Employee prior Company or a subsidiary of the Participant’s employment with the Company and its subsidiaries within two (2) years following a Change of Control, the Participant may exercise the Option to the Termination Date pursuant extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of such termination of employment, and the exercise of the Option to that limited extent may be effected at any Benefit Arrangementtime within thirty (30) days after the date of such termination of employment but not thereafter; provided, however, unless specifically provided otherwise in this Section 8, that the Employee shall Option may not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if exercised after the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearExpiration Date. (b) Upon In the termination event the Participant shall cease to be employed by the Company and its subsidiaries upon Termination for Cause, the Option shall be terminated as of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out date of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)termination. (c) The Employee's obligations Except as otherwise provided in Sections 6(b), 6(d) and 6(e), in the event the Participant shall cease to be employed by the Company and all subsidiaries of the Company because of Retirement, the Option, to the extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under Sections 9, 10 and 11 the Option on the date of this Agreementthe Participant’s Retirement, and the Corporation's obligations exercise of the Option to that limited extent may be effected at any time within three (3) years after the date of the Participant’s Retirement but not thereafter; provided, however, that the Option may not be exercised after the Expiration Date. If a Participant who has thus retired dies within three (3) years after the date of the Participant’s Retirement and prior to the Expiration Date, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(c) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant’s death, but not after the Expiration Date. (d) In the event the Participant dies or is deemed to suffer a Disability while employed by the Company or a subsidiary, the Option, to the extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of the Participant’s death or Disability. In the event of Participant’s death, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant’s death, but not after the Expiration Date. In the event of the Participant’s Disability, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant at any time within two (2) years after the date of the Participant’s Disability, but not after the Expiration Date. (e) In the event the Company or a subsidiary terminates the Participant’s employment with the Company and all subsidiaries of the Company for any reason other than death, Disability or Termination for Cause within two (2) years following a Change of Control, the Option shall become immediately exercisable in full on the date of such termination of employment, and the exercise of the Option may be effected at any time within six (6) months (if the Change of Control would have constituted a Change of Control under this Agreement prior to the amendment to this Agreement dated , 2006 (the “2006 Amendment”), which definition prior to the 2006 Amendment is set forth in Exhibit A to the 2006 Amendment), or thirty (30) days (if the Change of Control would not have constituted a Change of Control under this Agreement prior to the 2006 Amendment) after the date of the Participant’s termination of employment, but not after the Expiration Date. In the event that the provisions of this Section 86(e) result in “payments” that are finally and conclusively determined by a court or Internal Revenue Service proceeding to be subject to the excise tax imposed by Section 4999 of the Code, and the Participant has not received any additional cash payment from the Company relating thereto under the provisions of Section 6 of the Severance Agreement between the Company and the Participant (the “Severance Agreement”), the Company shall pay to the Participant an additional amount such that the net amount retained by the Participant following realization of all compensation under the Plan that resulted in such “payments,” after allowing for the amount of such excise tax and any additional federal, state and local income and employment taxes paid on the additional amount, shall survive be equal to the termination net amount that would otherwise have been retained by the Participant if there were no excise tax imposed by Section 4999 of this Agreement the Code. If the Participant receives any additional cash payment from the Company under Section 6 of the Severance Agreement, the foregoing sentence shall be of no force or effect and the termination provisions of the Employee's employment hereunderSeverance Agreement shall be deemed to supersede the foregoing sentence in its entirety. 2. Section 7 of the Agreement is hereby amended in its entirety to read as follows:

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment hereunder pursuant to Section 6, Section 7(a) a Voluntary Termination or Section 7(c) hereofa Termination For Cause, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date;date of termination; and (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, reimbursed as provided in Section 5(d); and. (iii) the unpaid portion of any amounts earned by due and owing to the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearunder any benefit plan. (b) Upon the termination of the Employee's employment hereunder pursuant to Section 7(b), Disability or death neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, receive payments equal to that provided for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsSection 6(a), if anyapplicable, referred to in Sections 8(a)(iiand Section 10(a) hereof and (iii)any other benefits available under the Corporation's Benefits Plans. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and Upon the termination of the Employee's employment hereunderhereunder pursuant to a Termination Without Cause, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Corporation under this Agreement except to receive a termination payment equal to that provided for in Section 10(a) hereof, plus an aggregate amount equal to twelve (12) months Base Salary, payable in twelve (12) equal monthly installments and the continuation of medical and dental benefits and life insurance for the same twelve (12) month period to the extent such benefits were being provided to Employee at the time of termination.

Effect of Termination of Employment. (a) Upon the effective date of termination of the EmployeeExecutive's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereoffor Cause, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: receive (i) the unpaid portion of the Base Salary provided for in Section 5(a)4.1, computed on a pro rata basis to the Termination Date; Date (the "Unpaid Salary Amount") and (ii) reimbursement for any expenses for which the Employee Executive shall not have theretofore been reimbursed, as provided in Section 5(d4.5 (the "Expense Reimbursement Amount"); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the EmployeeExecutive's employment pursuant to Section 7(b)by the Company Not for Cause or by the Executive for Good Reason, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: receive (i) the unpaid portion of the Base SalaryUnpaid Salary Amount, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) Expense Reimbursement Amount and (iiiii) severance compensation equal to the Base Salary for the remainder of the Term (but in no event less than twelve months), without giving effect to any automatic renewal of the Term. (c) The EmployeeIn the event the Executive resigns from the employment by the Company prior to the end of the Term other than for Good Reason, neither the Executive nor the Executive's obligations beneficiaries or estate shall have any further rights under Sections 9, 10 and 11 this Agreement or claims against the Company arising out of this AgreementAgreement except the right to receive (i) the Unpaid Salary Amount, and (ii) the Corporation's obligations under Expense Reimbursement Amount. Notwithstanding the preceding provisions of this Section 8, in the event the payments to be received by the Executive would constitute an "excess parachute payment" under the Internal Revenue Code of 1986, and applicable regulations as then in effect, then such payments shall survive the termination of this Agreement and the termination of the Employee's employment hereunderbe reduced accordingly so as not to constitute an "excess parachute payment."

Effect of Termination of Employment. If the Optionee’s employment is terminated, the following shall apply: (a) Upon if the effective Optionee’s employment with the Company or any of its Subsidiaries is terminated for Cause (as defined below), any portion of the Option that has not been exercised on the date of the Optionee’s termination of employment, whether vested or unvested, shall be immediately forfeited; (b) if the Employee's Optionee’s employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither with the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement Company or any claims against of its Subsidiaries is terminated by the Corporation arising out of this AgreementCompany without Cause or the Optionee terminates his employment with Good Reason, except the right to receive, within 30 days any portion of the Termination Date: Option that has not vested on the date of Optionee’s termination of employment shall be forfeited, and any portion of the Option that has vested may be exercised until the earlier of (i) the unpaid Expiration Date and (ii) the date that is one hundred eighty (180) days after the date of the Optionee’s termination of employment; (c) if the Optionee resigns without Good Reason or for any reason other than death or Disability (as defined below), any portion of the Base Salary provided for in Section 5(a)Option that has not vested on the date of the Optionee’s termination of employment shall be immediately forfeited, computed on a pro rata basis to and any portion of the Termination Option that has vested may be exercised until the earlier of (i) the Expiration Date, or (ii) the date that is thirty (30) days after the date of the Optionee’s termination of employment; (d) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due to a Disability, any portion of the Option that has not vested on the date of Optionee’s termination of employment and that does not vest pursuant to Section 5(f) shall be forfeited, and any portion of the Option that has vested, or that vests pursuant to Section 5(f) below, may be exercised until the earlier of (i) the Expiration Date and (ii) reimbursement for the date that is twelve (12) months after the later of the date of the Optionee’s termination due to Disability or the date of any expenses for which the Employee shall not have theretofore been reimbursed, as provided in subsequent vesting pursuant to Section 5(d)5(f) below; and (iiie) if the unpaid Optionee’s employment with the Company or any of its Subsidiaries is terminated due to death, any portion of any amounts earned by the Employee prior to Option that has not vested on the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms date of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the Optionee’s termination of the Employee's employment and that does not vest pursuant to Section 7(b)5(f) shall be forfeited, neither and any portion of the Employee nor Option that has vested, or that vests pursuant to Section 5(f) below, may be exercised by the Employee's beneficiaries Optionee’s personal representative or the administrators of the Optionee’s estate shall have or by any further rights under this Agreement Person or any claims against Persons to whom the Corporation arising out Option has been transferred by will or the applicable laws of this Agreement, except descent and distribution until the right to receive: earlier of (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Expiration Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and and (ii) the payments, if any, referred date that is twelve (12) months after the later of the date of the Optionee’s death or the date of any subsequent vesting pursuant to in Sections 8(a)(iiSection 5(f) and (iii)below. (cf) if the Optionee’s employment with the Company or any of its Subsidiaries is terminated due to a Disability (as defined below) or death, then (x) upon such termination, the portion of such Time-Based Option that otherwise, absent such termination, would vest during the 12-month period following the date of such termination shall vest on the date of termination, and (y) the Performance-Based Option shall vest through any Performance-Vesting Date that occurs during the 12-month period following the date of termination. The Employee's obligations under Sections 9, 10 and 11 number of Time-Based Options deemed exercisable upon termination shall be calculated after giving effect to the acceleration of vesting specified in this clause (f). Notwithstanding anything to the contrary in (d) or (e) of this AgreementSection 5, if the date on which the Optionee ceases to be an employee of MoneyGram, the Company or any of its Subsidiaries due to Disability or death is within six (6) months of the Grant Date of the Option, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination Optionee is an officer or director of the Employee's employment hereunderCompany subject to Section 16(b) of the Exchange Act, this Option shall not become fully exercisable until six (6) months and one day after the Grant Date.

Effect of Termination of Employment. (a) Upon In the effective event the Participant shall cease to be employed by the Company or an Affiliate for any reason other than Termination for Cause, Retirement, death or Disability or within two (2) years following a Change of Control, the Participant may exercise the Option to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of such termination of employment, and the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days exercise of the Termination Date: Option to that limited extent may be effected at any time within thirty (i30) days after the unpaid portion date of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall such termination of employment but not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangementthereafter; provided, however, unless specifically provided otherwise in this Section 8, that the Employee shall Option may not be entitled exercised after the Expiration Date. (d) In the event the Participant shall cease to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation Company or an Affiliate upon Termination for Cause, the Option shall be terminated as of the end date of such fiscal yeartermination. (be) Upon Except as otherwise provided in Sections 6(b), 6(d) and 6(e), in the termination event the Participant shall cease to be employed by the Company or an Affiliate because of Retirement, the Option, to the extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of the Employee's employment pursuant to Section 7(b)Participant’s Retirement, neither and the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion exercise of the Base Salary, computed on a pro rata basis, for Option to that limited extent may be effected at any time within three (3) years after the period from the Commencement Date until the first anniversary date of the Termination Participant’s Retirement but not thereafter; provided, however, that the Option may not be exercised after the Expiration Date, payable in such installments as . If a Participant who has thus retired dies within three (3) years after the Base Salary was paid date of the Participant’s Retirement and prior to the Termination Expiration Date; and , the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(c) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (ii2) years after the paymentsdate of the Participant’s death, if any, referred to in Sections 8(a)(ii) and (iii)but not after the Expiration Date. (cd) The Employee's obligations In the event the Participant dies or is deemed to suffer a Disability while employed by the Company or an Affiliate, the Option, to the extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under Sections 9the Option on the date of the Participant’s death or Disability. In the event of Participant’s death, 10 and 11 the exercise of the Option to the limited extent provided for in the first sentence of this AgreementSection 6(d) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant’s death, and but not after the Corporation's obligations under Expiration Date. In the event of the Participant’s Disability, the exercise of the Option to the limited extent provided for in the first sentence of this Section 8, shall survive 6(d) may be effected by the termination of this Agreement and Participant at any time within two (2) years after the termination date of the Employee's employment hereunderParticipant’s Disability, but not after the Expiration Date.

Effect of Termination of Employment. If the Holder’s employment is terminated, the following shall apply: (a) Upon if the effective Holder’s employment with the Company or any of its Subsidiaries is terminated for Cause (as defined below), any portion of the SARs that has not been exercised on the date of the Holder’s termination of employment, whether vested or unvested, shall be immediately forfeited; (b) if the Holder’s employment with the Company or any of its Subsidiaries is terminated by the Company without Cause or the Holder terminates his employment with Good Reason, any portion of the SARs that has not vested on the date of the Holder’s termination of employment shall be forfeited, and any portion of the SARs that has vested may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is one hundred eighty (180) days after the date of the Holder’s termination of employment; (c) if the Holder resigns without Good Reason or for any reason other than death or Disability (as defined below), any portion of the SARs that has not vested on the date of the Holder’s termination of employment shall be immediately forfeited, and any portion of the SARs that has vested may be exercised until the earlier of (i) the Expiration Date, or (ii) the date that is thirty (30) days after the date of the Holder’s termination of employment; (d) if the Holder’s employment with the Company or any of its Subsidiaries is terminated due to a Disability, any portion of the SARs that has not vested on the date of the Holder’s termination of employment and that does not vest pursuant to Section 4(f) shall be forfeited, and any portion of the SARs that has vested, or that vests pursuant to Section 4(f) below, may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is twelve (12) months after the later of the date of the Holder’s termination due to Disability or the date of any subsequent vesting pursuant to Section 4(f) below; (e) if the Holder’s employment with the Company or any of its Subsidiaries is terminated due to death, any portion of the SARs that has not vested on the date of the Holder’s termination of employment and that does not vest pursuant to Section 4(f) shall be forfeited, and any portion of the SARs that has vested, or that vests pursuant to Section 4(f) below, may be exercised by the Holder’s personal representative or the administrators of the Holder’s estate or by any Person or Persons to whom the SARs have been transferred by will or the applicable laws of descent and distribution until the earlier of (i) the Expiration Date and (ii) the date that is twelve (12) months after the later of the date of the Holder’s death or the date of any subsequent vesting pursuant to Section 4(f) below; and (f) if the Holder’s employment with the Company or any of its Subsidiaries is terminated due to a Disability (as defined below) or death, then (x) upon such termination, the portion of such SARs that otherwise, absent such termination, would vest during the 12-month period following the date of such termination shall vest on the date of termination. The number of SARs deemed exercisable upon termination shall be calculated after giving effect to the acceleration of vesting specified in this clause (f). For purposes of this Agreement, the Holder shall cease to be continuously employed (whether or not later found to be invalid or in breach of any local employment law in the country where the Holder resides and/or is employed or the terms of the Holder’s employment or service agreement, and whether or not later found to be invalid) as of the date that the Holder is no longer actively providing services and will not be extended by any notice period mandated under an employment law or practice in the country where the Holder resides and/or is employed, even if otherwise applicable to the Holder’s employment benefits (e.g., continuous employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Holder resides and/or is employed or the terms of the Holder’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Holder is no longer continuously employed for purposes of the SARs. Furthermore, in the event of termination of the Employee's employment pursuant to Section 6Holder’s continuous employment, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the Holder’s right to receive, within 30 days vest in or exercise the SARs after termination of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned employment will be measured by the Employee prior to date the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearHolder is no longer continuously employed. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereoffor Cause, neither the Employee he nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement. (b) If the Company terminates the Employee's employment Without Cause before the Retention Date, except then the right Employee shall be entitled to receivereceive the Accrued Obligations (defined below) and, within 30 days of so long as the Termination DateEmployee has signed and delivered to the Company a Release which cannot be revoked in whole or part, by the thirtieth (30th) day after the Employee's termination date, the Company will pay or provide the following to the Employee: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis The Company will pay to the Termination Employee the Retention Bonus in installments over three months on the Company's payroll schedule beginning with the first regular payroll after the Release Effective Date;. (ii) reimbursement for any expenses for which The Company will accelerate vesting of outstanding Company stock options so that as of the Employee's termination date he will be vested in the number of options that would have become vested and exercisable through the Retention Date had he remained employed through that date, and the Employee shall not have theretofore been reimbursedbe permitted to exercise those options until the earlier of June 29, 2017, or the original expiration date of the options. The Employee understands and agrees that such an extension of any incentive stock options intended to qualified under Section 422 of the Internal Revenue Code of 1986, as provided in Section 5(damended (the "Code"); and, while "in-the-money" will convert the options to nonqualified stock options. (iii) the unpaid portion of any amounts earned by Provided that the Employee prior timely elects COBRA continuation coverage under the Company's group health plan, the Company will provide continued group health plan coverage under COBRA for the Employee and his eligible dependents at the premium rate paid by active employees until the earlier of three (3) months after his termination date or the date the Employee becomes eligible for coverage under another employer's group health plan (provided that the fair market value of COBRA coverage over the premium rate paid by active employees will be considered additional taxable income to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 For purposes of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of "Accrued Obligations" are (i) the Employee's employment hereunderaccrued but unpaid salary through the date of termination, and (ii) any unreimbursed business expenses incurred by the Employee payable in accordance with the Company's standard expense reimbursement policies.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's Galt’s employment pursuant to Section 6, Section 7(a) or Section 7(c) hereoffor Cause, neither the Employee he nor the Employee's Galt’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: receive (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; Date as described in Section 4.1(a)(the “Unpaid Salary Amount”), and (ii) reimbursement for any expenses for which the Employee he shall not have theretofore been reimbursed, as provided in Section 5(d4.4 (the "Expense Reimbursement Amount"); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of Galt’s employment by the Employee's employment pursuant to Section 7(b)Company Without Cause or by Galt for Good Reason, neither the Employee he nor the Employee's Galt’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: receive (i) the unpaid portion of the Base SalaryUnpaid Salary Amount, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsExpense Reimbursement Amount, if any(iii) a severance compensation equal to the remaining balance of the Term, referred to in Sections 8(a)(ii) inclusive of commissions, and (iii).iv) continuation of health care benefits as set forth in paragraph 4.4 for the remainder of the Term.. (c) The Employee's obligations In the event he resigns from employment prior to the end of the Term, neither he nor Galt’s beneficiaries or estate shall have any further rights under Sections 9, 10 and 11 this Agreement or claims against the Company arising out of this AgreementAgreement except the right to receive (i) the Unpaid Salary Amount, and (ii) the Corporation's obligations under Expense Reimbursement Amount. (d) Notwithstanding the preceding provisions of this Section 8, in the event the payments to be received by the employee would constitute an "excess parachute payment" under the Internal Revenue Code of 1986, and applicable regulations as then in effect, then such payments shall survive the termination of this Agreement and the termination of the Employee's employment hereunderbe reduced accordingly so as not to constitute an "excess parachute payment."

Effect of Termination of Employment. (a) Upon the effective date of termination of the EmployeeOfficer's employment pursuant to Section 6, Section 7(a) or Section 7(c6(a) hereof, neither the Employee Officer nor the EmployeeOfficer's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary annual base salary provided for in Section 5(a4(a) and payment for any accrued vacation provided for in Section 4(f), in each case computed on a pro rata PRO RATA basis to the Termination Date;; and (ii) reimbursement for any expenses for which the Employee Officer shall not have theretofore been reimbursed, as provided in Section 5(d4(c) and (d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the EmployeeOfficer's employment pursuant to Section 7(b)6(c) hereof, neither the Employee Officer nor the EmployeeOfficer's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salarypayments, computed on a pro rata basisif any, for the period from the Commencement Date until the first anniversary of the Termination Date, payable referred to in such installments as the Base Salary was paid prior to the Termination DateSections 7(a)(i) and (ii); and (ii) payment of any annual bonus provided for in Section 4(b), if any, computed on a PRO RATA basis to the Termination Date. (c) Upon the termination of Officer's employment pursuant to Section 6(b) hereof, neither Officer nor Officer's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company arising out of this Agreement, except the right to receive: (i) the payments, if any, referred to in Sections 8(a)(ii7(a)(i) and (iiiii) and 7(b)(ii).; (cii) The Employee's obligations under so long as officer complies with the terms of Sections 98 and 9 hereof following the Termination Date, 10 and 11 severance compensation equal to the annual base salary provided for in Section 4(a) for the greater of this Agreement, and (A) the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination remainder of the Employee's employment hereunder.three-year period commencing on the Commencement Date and

Effect of Termination of Employment. If the Holder’s employment is terminated, the following shall apply: (a) Upon if the Holder’s employment with the Company or any of its Subsidiaries is terminated for Cause (as defined below), any portion of the SARs that has not been exercised on the date of the Holder’s termination of employment, whether vested or unvested, shall be immediately forfeited; (b) if the Holder’s employment with the Company or any of its Subsidiaries is terminated by the Company without Cause or the Holder terminates his employment with Good Reason, any portion of the SARs that has not vested on the date of the Holder’s termination of employment shall be forfeited, and any portion of the SARs that has vested may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is one hundred eighty (180) days after the date of the Holder’s termination of employment; (c) if the Holder resigns without Good Reason or for any reason other than death or Disability (as defined below), any portion of the SARs that has not vested on the date of the Holder’s termination of employment shall be immediately forfeited, and any portion of the SARs that has vested may be exercised until the earlier of (i) the Expiration Date, or (ii) the date that is thirty (30) days after the date of the Holder’s termination of employment; (d) if the Holder’s employment with the Company or any of its Subsidiaries is terminated due to a Disability, any portion of the SARs that has not vested on the date of the Holder’s termination of employment and that does not vest pursuant to Section 4(f) shall be forfeited, and any portion of the SARs that has vested, or that vests pursuant to Section 4(f) below, may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is twelve (12) months after the later of the date of the Holder’s termination due to Disability or the date of any subsequent vesting pursuant to Section 4(f) below; and (e) if the Holder’s employment with the Company or any of its Subsidiaries is terminated due to death, any portion of the SARs that has not vested on the date of the Holder’s termination of employment and that does not vest pursuant to Section 4(f) shall be forfeited, and any portion of the SARs that has vested, or that vests pursuant to Section 4(f) below, may be exercised by the Holder’s personal representative or the administrators of the Holder’s estate or by any Person or Persons to whom the SARs have been transferred by will or the applicable laws of descent and distribution until the earlier of (i) the Expiration Date and (ii) the date that is twelve (12) months after the later of the date of the Holder’s death or the date of any subsequent vesting pursuant to Section 4(f) below. (f) if the Holder’s employment with the Company or any of its Subsidiaries is terminated due to a Disability (as defined below) or death, then (x) upon such termination, the portion of such SARs that otherwise, absent such termination, would vest during the 12-month period following the date of such termination shall vest on the date of termination. The number of SARs deemed exercisable upon termination shall be calculated after giving effect to the acceleration of vesting specified in this clause (f). For purposes of this Agreement, termination of the Holder’s employment (whether or not in breach of any local employment law in the country where the Holder resides, and whether or not later found to be invalid) shall be effective as of the date that the Holder is no longer actively providing Services and will not be extended by any notice period mandated under an employment law or practice in the country where the Holder resides, even if otherwise applicable to the Holder’s employment benefits (e.g., active employment would not include a period of “garden leave” or similar period); furthermore, in the event of termination of the Employee's employment pursuant to Section 6Holder’s employment, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the Holder’s right to receive, within 30 days of vest in the Termination Date: (i) or exercise the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the SARs after termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsemployment, if any, referred will be measured by the date the Holder ceases to in Sections 8(a)(ii) provide active services and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and will not be extended by any notice period describe above; the Corporation's obligations under this Section 8, Committee shall survive have the termination of this Agreement and exclusive discretion to determine when the termination Holder is no longer actively employed for purposes of the Employee's employment hereunderSARs.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of Following the Termination Date: (i) the unpaid portion 4.3.1 Executive shall return all property of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, Employer as provided in Section 5(d)6 of this Agreement; 4.3.2 Executive's salary shall cease to accrue; 4.3.3 subject to Section 4.4, the Board of Directors shall determine an appropriate bonus to pay to Executive as his bonus or other incentive compensation for the period through the Termination Date computed -------------------------------------------------------------------------------- Page 88 consistently with the manner in which Executive's bonus or incentive compensation would have been determined for such period if Executive's employment had not terminated; 4.3.4 Executive's participation in FII's benefit plans shall cease except as required by law, the terms of the plan(s) or as provided in subparagraph 3.4 of this Agreement; 4.3.5 Executive shall cease to accrue vacation days and shall be paid for unused vacation time accrued since the beginning of the then current Initial or Renewal Term in accordance with Employer's policies applicable to employees generally; and (iii) 4.3.6 Executive shall submit any claims for reimbursement of business expenses incurred in accordance with Section 3.5 within the unpaid portion of any amounts earned by the Employee time period required under Employer's policies generally or Employer will not be obligated to reimburse such expenses. 4.3.7 If this Agreement is terminated prior to the Termination Date pursuant expiration of the Initial Term or any Renewal Term as provided in Section 4 of this Agreement, the Employer shall have no further liability to any Benefit Arrangement; Executive hereunder, except as explicitly stated in this Agreement, other than for earned but unpaid compensation and those benefits (accrued but unpaid) to which Executive is entitled under this Agreement through the date of termination, provided, however, unless specifically provided otherwise that in this Section 8the event Executive becomes a "Retired Early Employee" as defined in subparagraph 4.4.1 or is terminated for reasons other than those set forth in subparagraphs 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.6 or 4.1.7, health insurance and dental benefits to Executive will be continued as if Executive continued to remain an employee for the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms remaining term of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against until Executive obtains another position offering comparable benefits, whichever occurs first. 4.3.8 If, during the Corporation arising out term of this Agreement, except the right Executive is terminated for reasons other than those set forth in subparagraphs 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.6 or 4.1.7, Employer shall, during the one year period after the Termination Date, make equal monthly payments or a single lump sum payment to receive: the Executive (iwhich shall not be deemed base annual salary payments) in an amount such that the unpaid portion present value of the Base Salaryall such payments, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary determined as of the Termination Date, payable in such installments as equals the sum of (a) the Base Salary was paid prior to the Termination Date; and Amount, and (iib) the payments, if any, referred annual incentive compensation paid by Employer to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and Executive for the Corporation's obligations under this Section 8, shall survive most recent tax year ending before the date on which the termination of this Agreement and occurred. It shall be at the termination discretion of the Employee's employment hereunderCompensation Committee, as to whether the payment is made as a single lump sum payment or equal monthly payments.

Effect of Termination of Employment. 1.1 In the event that the Company terminates the Employee’s employment other than for “Cause” as defined in Section 1.2, or the Employee resigns for “Good Reason” as defined in Section 1.3 (aregardless of whether such termination or resignation, as applicable, occurs in the context of a “change in control” of the Company), the Employee executes and does not revoke a full release of claims (the “Release”) Upon in the form and of a scope reasonably acceptable to the Company within sixty (60) days following the effective date of the termination of (the Employee's employment pursuant to Section 6“Termination Date”), Section 7(a) or Section 7(c) hereofthe Release becomes binding and irrevocable at that time, neither and the Employee nor the Employee's beneficiaries or estate shall have does not breach any further rights under this Agreement or any claims against the Corporation arising out provision of this Agreement, except the right to receiveCompany shall, within 30 days of commencing, on the sixtieth (60th) day following the Termination Date: : (ia) pay to the unpaid portion Employee the Employee’s then-current base salary for a period of twelve (12) months in accordance with the Company’s regular payroll practices, and (b) if the Employee exercises his right under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) to continue participation in the Company’s health insurance plan, the Company shall pay its normal share of the Base Salary provided costs for in Section 5(a), computed on such coverage for a pro rata basis period of twelve (12) months (retroactive to the Termination Date;) to the same extent that such insurance is provided to persons then currently employed by the Company (the Employee’s co-pay, if any, shall be deducted from the payments described in subsection (a) or, if no such payments remain to be paid, shall be paid directly to the Company within seven (7) days of receipt of notice of such payment due). 1.2 For the purposes of Section 1, “Cause” for termination shall be deemed to exist upon the occurrence of any of the following: (iia) reimbursement for any expenses for which A good faith finding by the Board of Directors or a Committee appointed thereby that the Employee shall has engaged in dishonesty, gross negligence or gross misconduct which if curable, has not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned cured by the Employee prior to within 30 days after he has received written notice from the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, Company stating with reasonable specificity the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms nature of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year.conduct; (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither Willful misconduct by the Employee nor that materially injures the Employee's beneficiaries Company, whether such harm is economic or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreementnon-economic, except the right to receive: (i) the unpaid portion of the Base Salaryincluding, computed on a pro rata basisbut not limited to, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior injury to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii).Company’s business or reputation; (c) The Employee's obligations under Sections 9’s conviction or entry of nolo contendere to any felony or crime involving moral turpitude, 10 and 11 fraud or embezzlement; (d) The Employee’s failure to perform the functions assigned to him by his direct supervisor, or the CEO, or the Board of Directors; or (e) The Employee’s material breach of this Agreement, including but not limited to Section 3, including all subparts, hereof. 1.3 For the purposes of Section 1, a resignation by the Employee for “Good Reason” shall be deemed to exist upon the occurrence of any of the following: (a) The Company materially diminished the Employee’s base salary; (b) The Company materially diminished the Employee’s authority, duties or responsibilities of the Employee as of the date hereof; or (c) The Company required the Employee to relocate permanently to an office more than fifty 50 miles from the Company’s offices at which he performed services as of the date he commenced employment with the Company. Notwithstanding the foregoing, the foregoing occurrences shall not constitute Good Reason unless the Company has failed to cure the acts or omissions giving rise to resignation by the Employee for Good Reason within thirty (30) days of receiving written notice (the “Good Reason Notice”) from the Employee stating his intent to resign his employment for Good Reason and specifying the Company’s acts or omissions giving rise to Good Reason, and the Corporation's obligations under this Section 8Employee has provided the Good Reason Notice to the Company within ninety (90) days of the dates the acts or omissions giving rise to Good Reason first arose. The Employee’s resignation for Good Reason shall become effective on the thirty-first (31st) day following the date the Company receives the Good Reason Notice. 1.4 The covenants set forth in Sections 3 and 4, including all subparts, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder’s employment.

Effect of Termination of Employment. (a) Upon In the effective date Event of termination a Termination of the Employee's employment pursuant to Employment (other than a Termination of Employment contemplated by Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a11(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's his estate or beneficiaries or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for Salary which accrued with respect to the period from prior to the Commencement Termination Date until the first anniversary but which remained unpaid as of the Termination Date, payable ; (ii) the aggregate amount of Reimbursable Expenses which were incurred prior to the Termination Date but which were not reimbursed by the Company as provided in such installments as the Base Salary was paid Section 5(d) prior to the Termination Date; and (iiiii) any other benefits to which the paymentsEmployee may be entitled upon such Termination of Employment under the plans, programs and policies of the Company then in effect, which benefits shall be payable in accordance with the terms of such plans, programs and policies; provided, however, that if anythe Termination of Employment is pursuant to a Termination Without Cause, referred then, in addition to the amounts computed pursuant to the foregoing provisions of this Section 10(a), the Employee shall have the right to receive as severance compensation an amount (the "Severance Amount") equal to 50% of one year's Base Salary, such Severance Amount to be payable at the same times at which and in Sections 8(a)(ii) and (iii)the same manner in which the Base Salary would have been payable to the Employee had the Termination of Employment not occurred. (cb) The Employee's obligations under Sections 9, Employee shall not be required to mitigate the amount of any payment provided for in this Section 10 and 11 of this Agreementby seeking other employment or otherwise, and the Corporation's obligations under no payment or benefit provided for in this Section 810 shall be reduced by compensation earned by the Employee as a result of his employment by another employer following the Termination Date, shall survive the termination of this Agreement and the termination of the Employee's employment hereunderor otherwise.

Effect of Termination of Employment. (a) Upon In the effective date of termination event the Participant shall cease to be employed by the Company and all subsidiaries of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have Company for any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: reason other than (i) the unpaid portion of the Base Salary provided Termination for in Section 5(a)Cause, computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursedRetirement, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned death or Disability or (iv) termination by the Employee prior Company or a subsidiary of the Participant’s employment with the Company and its subsidiaries within two (2) years following a Change in Control, the Participant may exercise the Option to the Termination Date pursuant extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of such termination of employment, and the exercise of the Option to that limited extent may be effected at any Benefit Arrangementtime within thirty (30) days after the date of such termination of employment but not thereafter; provided, however, unless specifically provided otherwise in this Section 8, that the Employee shall Option may not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if exercised after the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearExpiration Date. (b) Upon In the termination event the Participant shall cease to be employed by the Company and its subsidiaries upon Termination for Cause, the Option shall be terminated as of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out date of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)termination. (c) The Employee's obligations Except as otherwise provided in Sections 6(b), 6(d) and 6(e), in the event the Participant shall cease to be employed by the Company and all subsidiaries of the Company because of Retirement, the Option, to the extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under Sections 9, 10 and 11 the Option on the date of this Agreementthe Participant’s Retirement, and the Corporation's obligations under exercise of the Option to that limited extent may be effected at any time within three (3) years after the date of the Participant’s Retirement but not thereafter; provided, however, that the Option may not be exercised after the Expiration Date. If a Participant who has thus retired dies within three (3) years after the date of the Participant’s Retirement and prior to the Expiration Date, the exercise of the Option to the limited extent provided for in the first sentence of this Section 86(c) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant’s death, but not after the Expiration Date. (d) In the event the Participant dies or is deemed to suffer a Disability while employed by the Company or a subsidiary, the Option, to the extent not previously exercised or forfeited, shall survive be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of the Participant’s death or Disability. In the event of Participant’s death, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant’s death, but not after the Expiration Date. In the event of the Participant’s Disability, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant at any time within two (2) years after the date of the Participant’s Disability, but not after the Expiration Date. (e) In the event the Company or a subsidiary terminates the Participant’s employment with the Company and all subsidiaries of the Company for any reason other than death, Disability or Termination for Cause within two (2) years following a Change in Control and, if (and only if) the required performance criteria described in Exhibit A has been met such that the only remaining criteria for vesting is the passage of time, then the entire Option shall become immediately exercisable in full on the date of such termination of this Agreement employment, and the exercise of the Option may be effected at any time within six (6) months after the date of the Participant’s termination of employment, but not after the Employee's Expiration Date. In the event that the provisions of this Section 6(e) result in “payments” that are finally and conclusively determined by a court or Internal Revenue Service proceeding to be subject to the excise tax imposed by Section 4999 of the Code, and the Participant has not received any additional cash payment from the Company relating thereto under the provisions of Section 6 of the Severance Agreement between the Company and the Participant (the “Severance Agreement”), the Company shall pay to the Participant an additional amount such that the net amount retained by the Participant following realization of all compensation under the Plan that resulted in such “payments,” after allowing for the amount of such excise tax and any additional federal, state and local income and employment hereundertaxes paid on the additional amount, shall be equal to the net amount that would otherwise have been retained by the Participant if there were no excise tax imposed by Section 4999 of the Code. If the Participant receives any additional cash payment from the Company under Section 6 of the Severance Agreement, the foregoing sentence shall be of no force or effect and the provisions of the Severance Agreement shall be deemed to supersede the foregoing sentence in its entirety.

Effect of Termination of Employment. This Option may be exercised only while Employee remains an employee of the Company, subject to the following exceptions: (a) Upon If Employee’s employment with the effective date Company or any of its Subsidiaries or affiliated companies terminates by reason of disability (as determined by the Company), this Option may be exercised in full by Employee (or Employee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee after termination by reason of disability at any time during the period ending on the earlier of the Expiration Date or the third (3rd) anniversary of Employee’s termination of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearemployment. (b) Upon If Employee’s employment with the termination Company or any of its Subsidiaries or affiliated companies terminates by reason of death, Employee’s estate, or the person who acquires this Option by will or the laws of descent and distribution, may exercise this Option in full at any time during the period ending on the earlier of the Expiration Date or the third (3rd) anniversary of the date of Employee’s death. (c) If Employee’s employment with the Company or any of its Subsidiaries or affiliated companies terminates for any other reason, including retirement, upon the recommendation of applicable management of the Company and/or business unit, the committee which administers the Plan (the “Committee”) or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve the retention of this Option, in which case this Option may be exercised by Employee at any time during the period ending on the Expiration Date, but only as to the number of shares of Stock Employee was entitled to purchase on the date of such exercise in accordance with Section 4 above. If, after retention of this Option pursuant to this subparagraph (c) has been approved, Employee should die, this Option may be exercised in full by Employee’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of the Employee's ) during the period ending on the earlier of the Expiration Date or the third (3rd) anniversary of the date of Employee’s death. (d) If Employee experiences a Qualifying Termination, Employee (or Employee’s estate, or the person who acquires this Option by will or the laws of descent and distribution) may exercise this Option in full at any time prior to the Expiration Date. (e) If Employee’s employment pursuant to Section 7(b)with the Company or any of its Subsidiaries or affiliated companies terminates for any reason and the provisions in subparagraphs (a) through (d) above are not applicable, neither this Option may be exercised by Employee only on stock market trading days during the Employee nor 90 calendar days following Employee’s Termination Date, or by Employee’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against ) during a period of six (6) months following Employee’s death if Employee dies during such 90-day period, but in each case only as to the Corporation arising out number of shares of Stock Employee was entitled to purchase hereunder upon exercise of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary Option as of the Termination Date, payable unless otherwise permitted by the Company in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)its sole discretion. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. (a) Upon In the effective date of termination of the event that Employee shall cease to be employed by Dain Xxxxxxxx xx its subsidiaries for any reason other than Employee's employment pursuant to Section 6gross and willful misconduct, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries death or estate disability, or Employee's retirement (as provided in paragraphs (b), (c) and (d) of this Section 3, respectively), Employee shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, exercise this option at any time within 30 ninety (90) days after such termination of employment to the extent of the Termination Date: (i) full number of shares Employee was entitled to purchase under this option on the unpaid portion date of the Base Salary provided for in Section 5(a)termination, computed on a pro rata basis subject to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in condition that this Section 8, the Employee option shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if exercisable after the terms expiration of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearits term. (b) Upon In the termination event that Employee shall cease to be employed by Dain Xxxxxxxx xx its subsidiaries by reason of Employee's gross and willful misconduct during the course of employment, including, but not limited to, the wrongful appropriation of funds or the commission of a gross misdemeanor or felony, this option shall be terminated as of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion date of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)misconduct. (c) The If Employee shall die while in the employ of Dain Xxxxxxxx xx its subsidiaries or if Employee shall become disabled within the meaning of Code Section 22(e)(3) while in the employ of Dain Xxxxxxxx xx its subsidiaries and Employee shall not have fully exercised this option, this option may be exercised at any time within twelve (12) months after Employee's obligations under Sections 9death or disability by the personal representative(s), 10 administrator(s), or, if applicable, guardian(s) of Employee or by any person or persons to whom this option is transferred by will or the applicable laws of descent and 11 distribution, to the extent of the full number of shares then subject to this option on the date of death or disability (i.e., the vesting of all shares which have not vested pursuant to paragraph (a) of Section 2 hereof shall be accelerated to such date) and subject to the condition that this option shall not be exercisable after the expiration of its term. (d) If Employee shall cease to be employed by Dain Xxxxxxxx xx its subsidiaries (i) for any reason other than Employee's gross and willful misconduct or Employee's death or disability (as provided in paragraphs (b) and (c) of this AgreementSection 3, respectively), (ii) at a time when Employee shall not have fully exercised this option and (iii) at a time when Employee has been employed by Dain Xxxxxxxx xx its subsidiaries for a period of at least ten (10) years and has attained the Corporation's obligations age of 50 or greater, this option may be exercised by Employee at any time on or prior to the earlier of the fifth anniversary of the date Employee ceased to be employed by Dain Xxxxxxxx xx its subsidiaries or the expiration of the term of this option (the period ending as of the earlier of such dates being referred to hereinafter as the "post-retirement extended exercise period") to the extent of the full number of shares Employee shall be entitled to purchase under this option on the date Employee ceases to be employed by Dain Xxxxxxxx; xxbject, however, to the conditions that, during such post-retirement extended exercise period, Employee shall not (x) breach any of the terms of Section 84 hereof, or (y) act in any manner determined by the committee or subcommittee of Dain Xxxxxxxx'x Xxxrd of Directors administering the Plan to be adverse to the interests of Dain Xxxxxxxx xx its subsidiaries. If at any time during such post-retirement extended exercise period Employee shall survive cease to satisfy the termination conditions described in the preceding proviso, Employee's right to exercise this option pursuant to this Section 3(d) shall terminate immediately and Employee shall thereafter only be entitled to exercise this option in accordance with paragraph (a) of this Agreement and the termination of the Employee's employment hereunderSection 3.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment hereunder pursuant to Section 6, Section 7(a) a Voluntary Termination or Section 7(c) hereofa Termination For Cause, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a4(a), computed on a pro rata basis to the Termination Date;date of termination; and (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, reimbursed as provided in Section 5(d5(e); and. (iii) the unpaid portion of any amounts earned by due and owing to the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearunder any benefit plan. (b) Upon the termination of the Employee's employment hereunder pursuant to Section 7(b), Disability or death neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, receive payments equal to that provided for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsSection 5(a), if anyapplicable, referred to in Sections 8(a)(iiand Section 9(a) hereof and (iii)any other benefits available under the Corporation's Benefits Plans. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and Upon the termination of the Employee's employment hereunderhereunder pursuant to a Termination Without Cause, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Corporation under this Agreement except to receive a termination payment equal to that provided for in Section 9(a) hereof, plus an aggregate amount equal to twelve (12) months Base Salary, payable in twelve (12) equal monthly installments and the continuation of medical and dental benefits and life insurance for the same twelve (12) month period to the extent such benefits were being provided to Employee at the time of termination. Upon completion of the initial twelve (12) month period, should the Employee continue to be unemployed and actively conducting a job search, Employee will be eligible for continued termination payments for up to six (6) months Base Salary, payable in six (6) equal monthly installments, or until such time as Employee begins other employment, whichever is earlier. Employee will continue to be eligible for medical, dental and life insurance benefits for up to an additional six (6) months or until such time as he begins other employment, whichever is earlier. In addition, Employee will be eligible for outplacement services for up to twelve (12) months, and continued for up to eighteen (18) months provided Employee is actively conducting a job search.

Effect of Termination of Employment. (a) Upon In the effective date of termination event that, during the term of the Employee's Option, the employment pursuant to Section 6of the Optionee by AI and its subsidiaries shall be terminated by Voluntary Termination (as hereinafter defined) after the Optionee has attained age 62 or by death, Section 7(aDisability (as hereinafter defined) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Involuntary Termination Date:(as hereinafter defined), (i) if the unpaid portion Market Condition shall not have occurred prior to such termination, the Option shall terminate as to all of the Base Salary provided for in Section 5(a), computed on a pro rata basis to Optioned Shares at the Termination Date; time of termination; and (ii) reimbursement for if the Market Condition shall have occurred prior to such termination, (A) the Option shall become exercisable, at the time of such termination, as to 50% of any expenses for Optioned Shares as to which the Employee Option has not yet become exercisable at such time and shall not have theretofore been reimbursedremain exercisable, as provided in Section 5(d); and to such 50% and as to all Optioned Shares to which the Option had become exercisable prior to such termination, until the earlier of (iiiI) the unpaid portion expiration of the period of five years following the date of such termination, and (II) the expiration of the term of the Option, at which time the Option shall terminate; and (B) the Option shall terminate as to 50% of any amounts earned by Optioned Shares as to which the Employee prior to Option has not yet become exercisable at the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms time of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yeartermination. (b) Upon In the termination event that, during the term of the Employee's Option, the employment pursuant to Section 7(b), neither of the Employee nor Optionee by AI and its subsidiaries shall be terminated by Voluntary Termination before the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive:Optionee has attained age 62, (i) if the unpaid portion Market Condition shall not have occurred prior to such termination, the Option shall terminate as to all of the Base Salary, computed on a pro rata basis, for Optioned Shares at the period from the Commencement Date until the first anniversary time of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Datetermination; and and (ii) if the paymentsMarket Condition shall have occurred prior to such termination, if any(A) the Option shall remain exercisable as to all Optioned Shares as to which the Option had become exercisable prior to such termination, referred to in Sections 8(a)(iiuntil the earlier of (I) the expiration of the period of five years following the date of such termination, and (iii)II) the expiration of the term of the Option at which time the Option shall terminate; and (B) the Option shall terminate as to all Optioned Shares as to which the Option has not yet become exercisable at the time of such termination. (c) The Employee's obligations under Sections 9In the event that, 10 during the term of the Option, the employment of the Optionee by AI and 11 its subsidiaries shall be terminated for Cause (as hereinafter defined), (i) if the Market Condition shall not have occurred prior to such termination, the Option shall terminate as to all of this Agreementthe Optioned Shares at the time of termination; and (ii) if the Market Condition shall have occurred prior to such termination, (A) the Option shall terminate at the time of such termination as to all Optioned Shares at the time of such termination, and (B) the Corporation's obligations under this Section 8, Option shall survive the termination of this Agreement and the termination remain exercisable as to those of the Employee's employment hereunderOptioned Shares as to which the Option had become exercisable prior to such termination until the earlier of (I) the expiration of the period of sixty days following the date of such termination, and (II) the expiration of the term of the Option, at which time the Option shall terminate.

Effect of Termination of Employment. Notwithstanding the foregoing: (aA) Upon If Employee’s employment with the effective date Company is terminated for Cause, during the Term of Employment, Employee shall surrender and forfeit all Restricted Shares, except those shares as to which the Forfeiture Restrictions had lapsed under subparagraph (b)(i) above as of the termination date. (B) If Employee’s employment with the Company is terminated prior to the Term of Employment without Cause, or by the Employee for Good Reason, or due to death or disability of the Employee's employment , no surrender or forfeiture shall occur as to those Restricted Shares on which the Forfeiture Restrictions had lapsed pursuant to Section 6, Section 7(asubparagraph (b)(i) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days above as of the Termination termination date; however, all Restricted Shares as to which the Forfeiture Restrictions had not lapsed under subparagraph (b)(ii) above shall be surrendered and forfeited as of the Contingent Lapse Date: (i) , unless a determination has been made prior to the unpaid Contingent Lapse Date to remove all, or a portion of the Base Salary provided for Forfeiture Restrictions in Section 5(a)accordance with subparagraph (b)(ii) above, computed on a pro rata basis to the Termination Date; or subparagraph (iiC) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearbelow. (bC) Upon In the termination event Employee’s employment is terminated for any other reason, the Committee or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Contingent Lapse Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. (a) Upon In the effective event Employee’s Continuous Employment is terminated prior to the Settlement Date on account of Employee’s death or Disability (as defined in Section 2.15 of the Plan), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such death or Disability, then, immediately upon such termination of employment due to death or disability, a portion of Employee’s unvested RSUs equal to the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights total number of RSUs awarded under this Agreement or any claims against multiplied by a fraction (in no event greater than 1), the Corporation arising out numerator of this Agreement, except which is the right to receive, within 30 days between the beginning of the Termination Date: (i) Performance Period and the unpaid portion date of such termination, and the Base Salary provided for denominator of which is the total number of days in Section 5(a)the Performance Period, computed shall vest and be settled in accordance with paragraph 4, assuming the target level of performance set forth on a pro rata basis Appendix A had been achieved, and Employee’s rights hereunder with respect to any such RSUs shall inure to the Termination Date; (ii) reimbursement for any expenses for which benefit of Employee’s executors, administrators, personal representatives and assigns. The RSUs that do not vest in accordance with the Employee preceding sentence shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior be immediately forfeited upon such termination due to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yeardeath or disability. (b) Upon In the termination event Employee’s Continuous Employment is terminated prior to the Settlement Date on account of the Employee's employment pursuant to Section 7(b’s Retirement (as defined below), neither and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such Retirement, and provided that Employee nor continues to meet the requirements of Non-competition and No Improper Conduct, then Employee's beneficiaries or estate shall have any further ’s rights hereunder with respect to a portion of Employee’s unvested RSUs equal to the total number of RSUs awarded under this Agreement or any claims against multiplied by a fraction (in no event greater than 1), the Corporation arising out numerator of which is the days between the beginning of the Performance Period and the date of Retirement, and the denominator of which is the total number of days in the Performance Period, shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Settlement Date (and, as such, shall remain contingent upon achievement of the performance criteria set forth in Appendix A), and the remaining unvested RSUs be immediately forfeited upon such Retirement. For purposes of this Agreement, except “Retirement” shall mean termination of employment on account of retiring with the right to receive: (i) the unpaid portion specific approval of the Base SalaryCommittee on or after such date on which Employee has attained age 55 and completed ten (10) Years of Service. Except as set forth in this paragraph 8 above, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary no other transfer of the Termination Date, payable in such installments as the Base Salary was paid prior rights with respect to the Termination Date; and (ii) the payments, if any, referred RSUs shall be permitted pursuant to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. 1.1 In the event that the Company terminates the Employee’s employment other than for “Cause” as defined in Section 1.2, or the Employee resigns for “Good Reason” as defined in Section 1.3 (aregardless of whether such termination or resignation, as applicable, occurs in the context of a “change in control” of the Company), the Employee executes and does not revoke a full release of claims (the “Release”) Upon in the form and of a scope reasonably acceptable to the Company within sixty (60) days following the effective date of the termination of (the Employee's employment pursuant to Section 6“Termination Date”), Section 7(a) or Section 7(c) hereofthe Release becomes binding and irrevocable at that time, neither and the Employee nor the Employee's beneficiaries or estate shall have does not breach any further rights under this Agreement or any claims against the Corporation arising out provision of this Agreement, except the right to receiveCompany shall, within 30 days commencing on the earlier of the date the Release becomes effective and binding or the sixtieth (60th) day following the Termination Date: : (ia) pay to the unpaid portion Employee the Employee’s then-current base salary for a period of six (6) months in accordance with the Base Salary provided Company’s regular payroll practices, and (b) if the Employee exercises her right under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) to continue participation in the Company’s health insurance plan, the Company shall pay the costs for in Section 5(a), computed on such coverage for a pro rata basis period of six (6) months (retroactive to the Termination Date;) to the same extent that such insurance is provided to persons then currently employed by the Company. 1.2 For the purposes of Section 1, “Cause” for termination shall be deemed to exist upon the occurrence of any of the following: (iia) reimbursement for any expenses for which A good faith finding by the Board of Directors or a Committee appointed thereby that the Employee shall has engaged in dishonesty, gross negligence or gross misconduct which if curable, has not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned cured by the Employee prior to within 30 days after she has received written notice from the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, Company stating with reasonable specificity the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms nature of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year.conduct; (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither Willful misconduct by the Employee nor that materially injures the Employee's beneficiaries Company, whether such harm is economic or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreementnon-economic, except the right to receive: (i) the unpaid portion of the Base Salaryincluding, computed on a pro rata basisbut not limited to, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior injury to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii).Company’s business or reputation; (c) The Employee's obligations under Sections 9’s conviction or entry of nolo contendere to any felony or crime involving moral turpitude, 10 and 11 fraud or embezzlement; (d) The Employee’s failure to perform the functions assigned to her by her direct supervisor, or the CEO, or the Board of Directors which if curable, has not been cured by the Employee within 30 days after she has received written notice from the Company stating with reasonable specificity the nature of such conduct; or (e) The Employee’s material breach of this Agreement, including but not limited to Section 3, including all subparts, hereof which if curable, has not been cured by the Employee within 30 days after she has received written notice from the Company stating with reasonable specificity the nature of such conduct. 1.3 For the purposes of Section 1, a resignation by the Employee for “Good Reason” shall be deemed to exist upon the occurrence of any of the following: (a) The Company materially diminished the Employee’s base salary; (b) The Company materially diminished the Employee’s authority, duties or responsibilities of the Employee as of the date hereof; or (c) The Company required the Employee to relocate permanently to an office more than fifty 50 miles from the Company’s offices at which she performed services as of the date she commenced employment with the Company. Notwithstanding the foregoing, the foregoing occurrences shall not constitute Good Reason unless the Company has failed to cure the acts or omissions giving rise to resignation by the Employee for Good Reason within thirty (30) days of receiving written notice (the “Good Reason Notice”) from the Employee stating her intent to resign her employment for Good Reason and specifying the Company’s acts or omissions giving rise to Good Reason, and the Corporation's obligations under this Section 8Employee has provided the Good Reason Notice to the Company within ninety (90) days of the dates the acts or omissions giving rise to Good Reason first arose. The Employee’s resignation for Good Reason shall become effective on the thirty-first (31st) day following the date the Company receives the Good Reason Notice. 1.4 The covenants set forth in Sections 3 and 4, including all subparts, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder’s employment.

Effect of Termination of Employment. (a) Upon In the effective event the Participant shall cease to be employed by the Company or an Affiliate for any reason other than Termination for Cause, Retirement, death or Disability or within two (2) years following a Change of Control, the Participant may exercise the Option to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of such termination of employment, and the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days exercise of the Termination Date: Option to that limited extent may be effected at any time within thirty (i30) days after the unpaid portion date of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall such termination of employment but not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangementthereafter; provided, however, unless specifically provided otherwise in this Section 8, that the Employee shall Option may not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if exercised after the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearExpiration Date. (b) Upon In the termination event the Participant shall cease to be employed by the Company or an Affiliate upon Termination for Cause, the Option shall be terminated as of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out date of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)termination. (c) The Employee's obligations Except as otherwise provided in Sections 6(b), 6(d) and 6(e), in the event the Participant shall cease to be employed by the Company or an Affiliate because of Retirement, the Option, to the extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under Sections 9, 10 and 11 the Option on the date of this Agreementthe Participant’s Retirement, and the Corporation's obligations under exercise of the Option to that limited extent may be effected at any time within three (3) years after the date of the Participant’s Retirement but not thereafter; provided, however, that the Option may not be exercised after the Expiration Date. If a Participant who has thus retired dies within three (3) years after the date of the Participant’s Retirement and prior to the Expiration Date, the exercise of the Option to the limited extent provided for in the first sentence of this Section 86(c) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant’s death, but not after the Expiration Date. (d) In the event the Participant dies or is deemed to suffer a Disability while employed by the Company or an Affiliate, the Option, to the extent not previously exercised or forfeited, shall survive be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of the Participant’s death or Disability. In the event of Participant’s death, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant’s estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant’s death, but not after the Expiration Date. In the event of the Participant’s Disability, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant at any time within two (2) years after the date of the Participant’s Disability, but not after the Expiration Date. (e) In the event the Participant shall cease to be employed by the Company or an Affiliate for any reason other than death, Disability or Termination for Cause within two (2) years following a Change of Control, the Option shall become immediately exercisable in full on the date of such termination of this Agreement employment, and the exercise of the Option may be effected at any time within six (6) months after the date of the Participant’s termination of employment, but not after the Employee's Expiration Date. In the event that the provisions of this Section 6(e) result in “payments” that are finally and conclusively determined by a court or Internal Revenue Service proceeding to be subject to the excise tax imposed by Section 4999 of the Code, and the Participant has not received any additional cash payment from the Company relating thereto under the provisions of Section 6 of the Severance Agreement between the Company and the Participant (the “Severance Agreement”), the Company shall pay to the Participant an additional amount such that the net amount retained by the Participant following realization of all compensation under the Plan that resulted in such “payments,” after allowing for the amount of such excise tax and any additional federal, state and local income and employment hereundertaxes paid on the additional amount, shall be equal to the net amount that would otherwise have been retained by the Participant if there were no excise tax imposed by Section 4999 of the Code. If the Participant receives any additional cash payment from the Company under Section 6 of the Severance Agreement, the foregoing sentence shall be of no force or effect and the provisions of the Severance Agreement shall be deemed to supersede the foregoing sentence in its entirety.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment hereunder pursuant to Section 6, Section 7(a) a Voluntary Termination or Section 7(c) hereofa Termination For Cause, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the any unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Datedate of termination; (ii) cash compensation equal to the product of (A) the number of days of accrued vacation, if any, accumulated by the Employee to the effective date of termination divided by the total number of work days per annum for which the Employee receives a Base Salary multiplied by (B) the Base Salary; and (iii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, reimbursed as provided in Section 5(d5(e); and (iii) . In addition, current arrangements concerning indemnification, including but not limited to payment of expenses of officers, directors, and employees in connection with litigation involving the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise Company shall remain in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearfull force and effect following termination. (b) Upon the termination of the Employee's employment hereunder pursuant to Section 7(b)an Involuntary Termination, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) to receive a termination payment equal to that provided for in Section 11(a) hereof, plus (ii) to receive a cash severance payment in an aggregate amount equal to the unpaid portion cash compensation received by the Employee during the 3-month period immediately prior to the effective date of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination DateInvoluntary Termination, payable in such installments as the Base Salary was paid prior equal monthly installments, plus (iii) to be immediately vested in all stock options granted to the Termination Date; and (ii) Employee by the paymentsCompany that would have vested during the three-month period immediately following the effective date of the Involuntary Termination. In addition, if anythe Employee will have the right and obligation to repay any outstanding loans to the Company, referred including principal and interest, in equal monthly installments, over a period of 12 months commencing one year after the date of Termination. Current arrangements concerning indemnification, including but not limited to payment of expenses of officers, directors, and employees in Sections 8(a)(ii) connection with litigation involving the Company shall remain in full force and (iii)effect following termination. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and Upon the termination of the Employee's employment hereunderhereunder pursuant to a Termination Without Cause, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right (i) to receive a termination payment equal to the amount provided for in Section 11(a) hereof, plus (ii) to receive a cash severance payment in an aggregate amount equal to twice your most recent base annual salary payable in one lump sum within 10 days of such termination, plus (iii) to receive a consulting agreement for a one year period commencing one year after the date of termination of full-time employment with the Company. Such consulting agreement will consist of a commitment by the Employee of up to 24 business days in a manner reasonably requested by the Board of Directors. The Employee will receive one times his most recent annual base salary as compensation for such consulting over a one year period in equally divided portions at the normal payment intervals provided employees at the Company. For a one year period following termination, at the Company's expense, the Company will provide the Employee and his family health insurance ( as is provided Company employees), provided the Employee and his family are not otherwise provided coverage; life insurance, including payment by the Company of the premiums related to the Employee's $250,000 whole life policy and the supplemental disability policy with Massachusetts Casualty Company; a $600 per month car allowance; reasonable cellular and phone and pager use; and inclusion in the Company's 401K plan. In addition, on a Termination Without Cause, all options to purchase common stock of the Company then held by the Employee shall immediately vest and shall be exercisable for a period of five years from the date of the Termination. The Employee will have the right and obligation to (i) repay any outstanding loans to the Company, including principal and interest, in equal monthly installments, over a period of 12 months commencing one year after the date of Termination, or (ii) prepay any such loans and interest without any penalties. In addition, current arrangements concerning indemnification, including but not limited to payment of expenses of officers, directors, and employees in connection with litigation involving the Company shall remain in full force and effect following termination.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment hereunder pursuant to Section 6, Section 7(a) a Voluntary Termination or Section 7(c) hereofa Termination for Cause, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the any unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Datedate of termination; (ii) cash compensation equal to the product of (A) the number of days of accrued vacation, if any, accumulated by the Employee to the effective date of termination divided by the total number of work days per annum for which the Employee receives a Base Salary multiplied by (B) the Base Salary; and (iii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, reimbursed as provided in Section 5(d); and (iii) . In addition, current arrangements concerning indemnification, including but not limited to payment of expenses of officers, directors, and employees in connection with litigation involving the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise Company shall remain in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearfull force and effect following termination. (b) Upon the termination of the Employee's employment hereunder pursuant to Section 7(b)an Involuntary Termination, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights or claims against the Company under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) to receive a termination payment equal to that provided for in Section 11(a) hereof, plus (ii) to receive a cash severance payment in an aggregate amount equal to the unpaid portion cash compensation received by the Employee during the 3-month period immediately prior to the effective date of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination DateInvoluntary Termination, payable in such installments as the Base Salary was paid prior equal monthly installments, plus (iii) to be immediately vested in all stock options granted to the Termination Date; and (ii) Employee by the paymentsCompany that would have vested during the three-month period immediately following the effective date of the Involuntary Termination. In addition, if anycurrent arrangements concerning indemnification, referred including but not limited to payment of expenses of officers, directors, and employees in Sections 8(a)(ii) connection with litigation involving the Company shall remain in full force and (iii)effect following termination. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and Upon the termination of the Employee's employment hereunder.hereunder pursuant to a Termination Without Cause, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right (i) to receive a termination payment equal to the amount provided for in Section 11(a) hereof , (ii) to receive a cash severance payment in an aggregate amount equal to the base salary and bonus received by the Employee during the 12-month period immediately prior to the effective date of the Termination Without Cause, plus car allowance, health insurance and life insurance premium payments, professional licensing and membership fees and dues for such one year period, payable in one lump sum within 10 days of such termination if such termination occurs within six months of a Change in Control, and otherwise in 12 equal monthly installments, (iii) reasonable cell phone and pager use, and inclusion in the Company's 401(k) plan for the 12-month period following such termination; plus (iv) all options to purchase common stock of the Company, which shall

Effect of Termination of Employment. (a) Upon the effective date of termination of the EmployeeExecutive's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereoffor Cause, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: receive (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; Date (the "Unpaid Salary Amount"), and (ii) reimbursement for any expenses for which the Employee Executive shall not have theretofore been reimbursed, as provided in Section 5(d4.4 (the "Expense Reimbursement Amount"); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the EmployeeExecutive's employment pursuant to Section 7(b)by the Company Not for Cause or by the Executive for Good Reason, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: receive (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Unpaid Salary was paid prior to the Termination Date; and Amount (ii) the paymentsExpense Reimbursement Amount, if any, referred to in Sections 8(a)(ii) and (iii).) severance compensation equal to twelve months salary, (c) The EmployeeIn the event the Executive resigns from the employment by the Company prior to the end of the Term, neither the Executive nor the Executive's obligations beneficiaries or estate shall have any further rights under Sections 9, 10 and 11 this Agreement or claims against the Company arising out of this AgreementAgreement except the right to receive (i) the Unpaid Salary Amount, and (ii) the Corporation's obligations under Expense Reimbursement Amount. Notwithstanding the preceding provisions of this Section 8, in the event the payments to be received by the Executive would constitute an "excess parachute payment" under the Internal Revenue Code of 1986, and applicable regulations as then in effect, then such payments shall survive the termination of this Agreement and the termination of the Employee's employment hereunderbe reduced accordingly so as not to constitute an "excess parachute payment."

Effect of Termination of Employment. Section 8 of the Agreement is hereby deleted in its entirety and replaced with the following text: Effect ofTermination ofEmployment. (a) Upon the effective date of termination of the oftetmination ofthe Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this ofthis Agreement, except the right to receive, within 30 days of the ofthe Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a5( a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d5( d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the ofthe Employee's employment pursuant to Section 7(b) prior to January 1,2015, neither the Employee nor the Employee's beneficiaries or estate shall have any fmther rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid pOltion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until twelve (12) months after the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii); and (iii) the applicable bonus provided for in Section 5(b) computed on a pro rata basis to the Termination Date, payable at the same time and in the same manner only as, if and when bonuses are paid to other employees of the Corporation ofcomparable level. (c) Upon the termination ofthe Employee's employment pursuant to Section 7(b) on or after January 1, 2015, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) severance benefits pursuant to the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary provisions ofthe Xxxxx Plastics Corporation Severance Pay Plan in effect as of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and; (ii) the payments, if any, referred to in Sections 8(a)(ii8(a)(i), (ii) and (iii); and (iii) the payments, if any, refened to in Section 8(b )(iii). (cd) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder. (e) In consideration for the promises and monies paid by the Corporation in accordance with the Agreement, the Employee must execute and return to the Corporation, and not revoke any part of, a Separation Agreement and Release (the "Release") containing a general release and waiver ofclaims against the Corporation and its respective officers, directors, stockholders, employees and affiliates with respect to Employee's employment, and other customary terms, in a fOlID and substance substantially similar to the Release attached hereto as Schedule A. The Employee must deliver the executed Release within the minimmn time period required by law or, if none, within 14 days after the Employee receives the Release from the Corporation.

Effect of Termination of Employment. (a) Upon In the effective date of termination of the event Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee ’s Continuous Employment is terminated prior to the Termination relevant Vesting Date pursuant on account of death, and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such death, then Employee’s unvested RSUs shall immediately vest in full upon death and Employee’s rights hereunder with respect to any Benefit Arrangement; providedsuch RSUs shall inure to the benefit of Employee’s executors, howeveradministrators, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearpersonal representatives and assigns. (b) Upon In the event Employee’s Continuous Employment is terminated prior to the relevant Vesting Date on account of Employee’s Retirement (as defined below), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such Disability or Retirement, and provided that Employee continues to meet the requirements of Non-competition and No Improper Conduct, then Employee’s rights hereunder with respect to any outstanding, unvested RSUs shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Vesting Dates related to the Award, except not for that portion of RSUs granted less than one year prior to Employee’s termination equal to such number of shares multiplied by the ratio of (a) the number of days after the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until date and before the first anniversary of the Termination Grant Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and over (iib) the payments, if any, referred to number of days in Sections 8(a)(iithe twelve (12) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 month period following the Grant Date. For purposes of this Agreement, and the Corporation's obligations under this Section 8, “Retirement” shall survive the mean termination of this Agreement and the termination employment on account of Disability (as defined in Section 2.15 of the Employee's employment hereunderPlan) or by retiring with the specific approval of the Committee on or after such date on which Employee has attained age 55 and completed ten (10) Years of Service. Except as set forth in this paragraph 8 above, no other transfer of rights with respect to RSUs shall be permitted pursuant to this Agreement.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's ’s employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's ’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 thirty (30) days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date;; payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's ’s employment pursuant to Section 7(b) or Resignation for Good Reason (as defined in Section 8(e) below), neither the Employee nor the Employee's ’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, Agreement except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii8(a)(i)(ii) and (iii); and (ii) the applicable bonus provided for in Section 5(b) computed on a pro rata basis to the Termination Date, payable at the same time and in the same manner only as, if and when bonuses are paid to other employees of the Corporation of comparable level; and (iii) any other benefits, including, without limitation, any accrued vacation payable in accordance with the policies of the Corporation from time to time in effect for the officers of the Corporation, and (iv) provided, however, that if the termination of employment is pursuant to a Termination Without Cause (as defined by Section 7(b) herein) or a Resignation For Good Reason, then, the Employee shall have the right to receive as severance compensation an amount equal to the greater of (A) one hundred percent (100%) of one year’s Base Salary (as of the Termination Date) to be paid until the first anniversary of the Termination Date and (B) 1/12th of one year’s Base Salary (as of the Termination Date) for each year (not to exceed thirty (30) years in the aggregate) that the Employee was employed by the Corporation (and its predecessors-in-interest), the amount referred to in clause (A) or (B), as the case may be, to be payable at the same times at which and in the same manner in which the Base Salary would have been payable to the Employee had the Termination Without Cause not occurred; provided further, however, in the event that, at any time after the Expiration Date, there occurs a Termination of Employment pursuant to a Termination Without a Cause, the Corporation shall pay the Severance Compensation to the Employee as if the Expiration Date had not occurred. (c) Upon the termination of the Employee’s employment by reason of “retirement” (as defined in the Corporation’s Health and Welfare Plan for Early Retirees (the “Retiree Plan”)), the Employee (and his or her eligible spouse and dependents) shall be entitled to receive post-retirement medical insurance coverage pursuant to the terms of the Retiree Plan, for which the cost of premiums shall be paid by the Employee (or such spouse and/or dependents). In the event that the Retiree Plan is no longer in effect (or if otherwise necessary for tax and legal purposes), the Corporation shall make available equivalent coverage to the Employee (and such spouse and/or dependents) at substantially the same cost to the Employee (and such spouse and/or dependents) as would have been charged under the Retiree Plan as of the earlier of the date the Retiree Plan is terminated and the time of the Employee’s retirement (“Equivalent Retiree Coverage”); provided, however, that the Corporation may increase the premium charged to the Employee (and such spouse and/or dependents) based on the increase in cost, if any, to provide the Retiree Plan that may arise after the Employee’s retirement. The Corporation shall take any action necessary to ensure that the Equivalent Retiree Coverage, if any, shall be provided in such a manner that such benefits are excluded from the Employee’s income for federal income tax purposes and other than pursuant to the terms of a self-insured medical reimbursement plan that does not satisfy the requirements of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended. (d) The Employee's ’s obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's ’s obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's ’s employment hereunder. (e) For purposes of this Agreement, “Resignation for Good Reason” means the Employee’s resignation as a result of Employee’s reassignment to an office location greater than twenty-five (25) miles from the Office/Headquarters location set forth on Schedule 1 hereto.

Effect of Termination of Employment. (a) Upon the effective date of termination of the EmployeeExecutive's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereoffor Cause, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: receive (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; two months salary; and (ii) reimbursement for any expenses for which the Employee Executive shall not have theretofore been reimbursed, as provided in Section 5(d4.4 (the "Expense Reimbursement Amount"); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the EmployeeExecutive's employment pursuant to Section 7(b)by the Company Not for Cause or by the Executive for Good Reason, neither the Employee Executive nor the EmployeeExecutive's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: receive (i) the unpaid portion of the Base Salary, Salary computed on a pro rata basis, for basis to the period from the Commencement Date until the first anniversary close of the Termination Datecalendar month in which the Executive is terminated (the "Unpaid Salary Amount"), payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) Expense Reimbursement Amount and (iii)) six months additional severance payment. (c) The EmployeeIn the event the Executive resigns from the employment by the Company prior to the end of the Term, neither the Executive nor the Executive's obligations beneficiaries or estate shall have any further rights under Sections 9, 10 and 11 this Agreement or claims against the Company arising out of this AgreementAgreement except the right to receive (i) the Unpaid Salary Amount, and (ii) the Corporation's obligations under Expense Reimbursement Amount. Notwithstanding the preceding provisions of this Section 8, in the event the payments to be received by the Executive would constitute an "excess parachute payment" under the Internal Revenue Code of 1986, and applicable regulations as then in effect, then such payments shall survive the termination of this Agreement and the termination of the Employee's employment hereunderbe reduced accordingly so as not to constitute an "excess parachute payment."

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment pursuant to Section 67, Section 7(a8(a) or Section 7(c8(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata PRO RATA basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; providedPROVIDED, howeverHOWEVER, unless specifically provided otherwise in this Section 89, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b8(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata PRO RATA basis, for the period from the Commencement Date until the later to occur of (A) the third anniversary of the Commencement Date or (B) the first anniversary of the Termination DateDate (as defined in Section 8(c)), payable in such installments as the Base Salary was paid prior to the Termination DateDate (it being understood and agreed that all of such installments shall be paid regardless of whether the Employee is subsequently employed, provided that such employment does not violate the provisions of Section 11 hereof); (ii) the amount of the bonus payment, if any, attributable to the fiscal year during which the Termination Date occurred, computed on a PRO RATA basis, payable at such time as the bonus payment is customarily paid by the Corporation to its employees; and (iiiii) the payments, if any, referred to in Sections 8(a)(ii9(a)(ii) and (iii), to the extent not covered by Sections 9(b)(i) and (ii) above. (c) The Employee's obligations under Sections 910, 10 11 and 11 12 of this Agreement, and the Corporation's obligations under this Section 89, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. (a) Upon the effective date of termination of the EmployeeOfficer's employment pursuant to Section 6, Section 7(a) or Section 7(c6(a) hereof, neither the Employee Officer nor the EmployeeOfficer's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary annual base salary provided for in Section 5(a4(a) and payment for any accrued vacation provided for in Section 4(f), in each case computed on a pro rata PRO RATA basis to the Termination Date;; and (ii) reimbursement for any expenses for which the Employee Officer shall not have theretofore been reimbursed, as provided in Section 5(d4(c) and (d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the EmployeeOfficer's employment pursuant to Section 7(b)6(c) hereof, neither the Employee Officer nor the EmployeeOfficer's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salarypayments, computed on a pro rata basisif any, for the period from the Commencement Date until the first anniversary of the Termination Date, payable referred to in such installments as the Base Salary was paid prior to the Termination DateSections 7(a)(i) and (ii); and (ii) payment of any annual bonus provided for in Section 4(b), if any, computed on a PRO RATA basis to the Termination Date. (c) Upon the termination of Officer's employment pursuant to Section 6(b) hereof, neither Officer nor Officer's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company arising out of this Agreement, except the right to receive: (i) the payments, if any, referred to in Sections 8(a)(ii7(a)(i) and (ii) and 7(b)(ii); (ii) so long as officer complies with the terms of Sections 8 and 9 hereof following the Termination Date, severance compensation equal to the annual base salary provided for in Section 4(a) for the greater of (A) the remainder of the three-year period commencing on the Commencement Date and (B) the 12-month period commencing on the Termination Date, payable in equal installments in accordance with the Company's normal payroll procedures; and (iii)) continued coverage under the benefit arrangements provided pursuant to Section 4(c)(ii) (or substantially equivalent benefit arrangements) for the greater of (A) the remainder of the three-year period commencing on the Commencement Date and (B) the 12-month period commencing on the Termination Date. (cd) The EmployeeOfficer's obligations under Sections 9, 10 8 and 11 9 of this Agreement, and the Corporation's obligations under this Section 8, Agreement shall survive the termination of this Agreement and the termination of the EmployeeOfficer's employment hereunder.

Effect of Termination of Employment. (a) Upon the effective date of termination of the EmployeeOfficer's employment pursuant to Section 6, Section 7(a) or Section 7(c6(a) hereof, neither the Employee Officer nor the EmployeeOfficer's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary annual base salary provided for in Section 5(a4(a) and payment for any accrued vacation provided for in Section 4(f), in each case computed on a pro rata basis to the Termination Date;; and (ii) reimbursement for any expenses for which the Employee officer shall not have theretofore been reimbursed, as provided in Section 5(d4(c) and (d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the EmployeeOfficer's employment pursuant to Section 7(b)6(c) hereof, neither the Employee Officer nor the EmployeeOfficer's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation Company arising out of this Agreement, except the right to receive: (i) the unpaid portion payments, if any, referred to in Sections 7(a)(i) and (ii), and (ii) payment of the Base Salaryany annual bonus provided for in Section 4(b), if any, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior basis to the Termination Date; and. (iic) Upon the termination of Officer's employment pursuant to Section 6(b) hereof, neither Officer nor Officer's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company arising out of this Agreement, except the right to receive: (i) the payments, if any, referred to in Sections 8(a)(ii7(a)(i) and (ii) and 7 (b)(ii); (ii) so long as officer complies with the terms of Sections 8 and 9 hereof following the Termination Date, severance compensation equal to the annual base salary provided for in Section 4(a) for the greater of (A) the remainder of the three-year period commencing on the Commencement Date and (B) the 12-month period commencing on the Termination Date, payable in equal installments in accordance with the Company's normal payroll procedures; and (iii)) continued coverage under the benefit arrangements provided pursuant to section 4(c) (ii) (or substantially equivalent benefit arrangements) for the greater of (A) the remainder of the three-year period commencing on the Commencement Date and (B) the 12-month period commencing on the Termination Date. (cd) The EmployeeOfficer's obligations under Sections 9, 10 8 and 11 9 of this Agreement, and the Corporation's obligations under this Section 8, Agreement shall survive the termination of this Agreement and the termination of the EmployeeOfficer's employment hereunder.

Effect of Termination of Employment. (a) Upon In the effective event Employee’s Continuous Employment is terminated prior to the Settlement Date on account of Employee’s death or Disability (as defined in Section 2.14 of the Plan), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such death or Disability, then, immediately upon such termination of employment due to death or Disability, a portion of Employee’s RSUs granted hereunder equal to the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights total number of RSUs awarded under this Agreement or any claims against multiplied by a fraction (in no event greater than 1), the Corporation arising out numerator of this Agreement, except which is the right to receive, within 30 days between the beginning of the Termination Date: (i) Performance Period and the unpaid portion date of such termination, and the Base Salary provided denominator of which is the total number of days in the Performance Period, shall vest and be settled in accordance with paragraph 4, with the date of death or Disability deemed to be the Settlement Date for in Section 5(a)purposes of such paragraph, computed assuming the target level of performance set forth on a pro rata basis Appendix A had been achieved. In the case of Employee’s death, Employee’s rights hereunder with respect to any such RSUs that vest shall inure to the Termination Date; (ii) reimbursement for any expenses for which the Employee benefit of Employee’s executors, administrators, personal representatives and assigns. The RSUs that do not vest in accordance with this paragraph shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior be immediately forfeited upon such termination due to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yeardeath or Disability. (b) Upon In the termination event Employee’s Continuous Employment is terminated prior to the Settlement Date on account of the Employee's employment pursuant to Section 7(b’s Retirement (as defined below), neither and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such Retirement, and provided that Employee nor continues to meet the requirements of Non-competition and No Improper Conduct, then Employee's beneficiaries or estate shall have any further ’s rights hereunder with respect to a portion of Employee’s unvested RSUs equal to the total number of RSUs awarded under this Agreement or any claims against multiplied by a fraction (in no event greater than 1), the Corporation arising out numerator of which is the days between the beginning of the Performance Period and the date of Retirement inclusive, and the denominator of which is the total number of days in the Performance Period, shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Settlement Date (and, as such, shall remain contingent upon achievement of the performance criteria set forth in Appendix A), and the remaining unvested RSUs shall be immediately forfeited upon such Retirement. For purposes of this Agreement, except “Retirement” shall mean termination of employment on account of retiring with the right to receive: (i) the unpaid portion specific approval of the Base Salary, computed Committee on a pro rata basis, for the period from the Commencement Date until the first anniversary or after such date on which Employee has attained age 55 and completed ten (10) Years of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)Service. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder, the Employer shall have no further obligations to the Executive or the Executive’s estate with respect to this Agreement, except for the payment of any amount earned and owing under Section 3 through the effective date of the termination of the Employee's employment Agreement and, if applicable, any payments set forth in Section 4.2, provided, however, that if the Executive’s Termination of Employment during the Term is either (a) by the Employer without Cause pursuant to Section 4.1(a)(2); or (b) by the Executive for Good Reason pursuant to Section 4.1(b)(2), then, subject to the Executive’s compliance with Section 4.4(c) and Sections 5, 6, Section 7(a) or Section 7(c) hereof7, neither the Employee nor the Employee's beneficiaries or estate 8 and 9, Executive shall have any further rights be entitled to receive, in lieu of all other claims and payments under this Agreement or any claims against the Corporation arising out of this Agreement, except severance equal to the right to receivegreater of (x) his then-current Annual Base Salary, within 30 divided by twelve, then multiplied by the number of months remaining through the end of the then-current Term, or (y) his then-current Annual Base Salary divided by two, payable in a lump sum on the first payroll date that is not more than sixty (60) days following the effective date of the Termination Date:of Employment. Notwithstanding the foregoing, the payments required by this Section 4.4(a) shall not be required to be made if the payment described in Section 4.2 is made to the Executive. (ib) The Executive agrees that during the unpaid portion Term and for a period of two (2) years thereafter, he will not make any statement (written or oral) that could reasonably be perceived as disparaging to the Employer or any of its officers, directors, or any person or entity that is an affiliate of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit ArrangementEmployer; provided, however, unless specifically provided otherwise in that this Section 8, the Employee 4.4(b) shall not be entitled in any way limit the Executive’s ability to receive any benefits under provide truthful testimony or information in response to a Benefit Arrangement that have accrued during subpoena, court order, or valid request by a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed government agency, or as otherwise required by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)law. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination Notwithstanding any other provision of this Agreement to the contrary, as a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute, and not timely revoke during any revocation period provided pursuant to such release, a release and non-disparagement agreement in the form provided by the Employer. The Employer shall provide the release to the Executive in sufficient time so that if the Executive timely executes and returns the release, the revocation period will expire no later than sixty (60) days following the effective date of the Termination of Employment. (d) Any actual or constructive termination of the Employee's Executive’s employment hereunderwhich does not rise to the level of a Termination of Employment shall not entitle the Executive to any of the payments or benefits described in Section 4. (e) Notwithstanding any provision in the Agreement to the contrary, to the extent necessary to avoid the imposition of tax on the Executive under Code Section 409A, any payments that are otherwise payable to the Executive within the first six (6) months following the effective date of Termination of Employment, shall be suspended and paid as soon as practicable following the end of the six-month period following such effective date or, if earlier, Executive’s death, if, immediately prior to the Executive’s Termination of Employment, the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)) of the Employer (or any related “service recipient” within the meaning of Code Section 409A and the regulations thereunder). Any payments suspended by operation of the foregoing sentence shall be paid as a lump sum within thirty (30) days following the end of such six-month period or, if earlier, Executive’s death. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.

Effect of Termination of Employment. (a) Upon In the effective date of termination event the Participant shall cease to be employed by the Company and all subsidiaries of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have Company for any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: reason other than (i) the unpaid portion of the Base Salary provided Termination for in Section 5(a)Cause, computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursedRetirement, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned death or Disability or (iv) termination by the Employee prior Company or a subsidiary of the Participant's employment with the Company and its subsidiaries within two (2) years following a Change in Control, the Participant may exercise the Option to the Termination Date pursuant extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of such termination of employment, and the exercise of the Option to that limited extent may be effected at any Benefit Arrangementtime within thirty (30) days after the date of such termination of employment but not thereafter; provided, however, unless specifically provided otherwise in this Section 8, that the Employee shall Option may not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if exercised after the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearExpiration Date. (b) Upon In the termination event the Participant shall cease to be employed by the Company and its subsidiaries upon Termination for Cause, the Option shall be terminated as of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out date of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii)termination. (c) The EmployeeExcept as otherwise provided in Sections 6(b), 6(d) and 6(e), in the event the Participant shall cease to be employed by the Company and all subsidiaries of the Company because of Retirement, the Option, to the extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of the Participant's obligations under Sections 9, 10 and 11 of this AgreementRetirement, and the Corporationexercise of the Option to that limited extent may be effected at any time within three (3) years after the date of the Participant's obligations under Retirement but not thereafter; provided, however, that the Option may not be exercised after the Expiration Date. If a Participant who has thus retired dies within three (3) years after the date of the Participant's Retirement and prior to the Expiration Date, the exercise of the Option to the limited extent provided for in the first sentence of this Section 86(c) may be effected by the Participant's estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant's death, but not after the Expiration Date. (d) In the event the Participant dies or is deemed to suffer a Disability while employed by the Company or a subsidiary, the Option, to the extent not previously exercised or forfeited, shall survive be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of the Participant's death or Disability. In the event of Participant's death, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant's estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution at any time within two (2) years after the date of the Participant's death, but not after the Expiration Date. In the event of the Participant's Disability, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(d) may be effected by the Participant at any time within two (2) years after the date of the Participant's Disability, but not after the Expiration Date. (e) In the event the Company or a subsidiary terminates the Participant's employment with the Company and all subsidiaries of the Company for any reason other than death, Disability or Termination for Cause within two (2) years following a Change in Control, the Option shall become immediately exercisable in full on the date of such termination of this Agreement employment, and the exercise of the Option may be effected at any time within six (6) months after the date of the Participant's termination of employment, but not after the Employee's Expiration Date. In the event that the provisions of this Section 6(e) result in “payments” that are finally and conclusively determined by a court or Internal Revenue Service proceeding to be subject to the excise tax imposed by Section 4999 of the Code, and the Participant has not received any additional cash payment from the Company relating thereto under the provisions of Section 6 of the Severance Agreement between the Company and the Participant (the “Severance Agreement”), the Company shall pay to the Participant an additional amount such that the net amount retained by the Participant following realization of all compensation under the Plan that resulted in such “payments,” after allowing for the amount of such excise tax and any additional federal, state and local income and employment hereundertaxes paid on the additional amount, shall be equal to the net amount that would otherwise have been retained by the Participant if there were no excise tax imposed by Section 4999 of the Code. If the Participant receives any additional cash payment from the Company under Section 6 of the Severance Agreement, the foregoing sentence shall be of no force or effect and the provisions of the Severance Agreement shall be deemed to supersede the foregoing sentence in its entirety.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii8 (a) (H) and (iiiHi). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment hereunder pursuant to Section 6, Section 7(a) a Voluntary Termination or Section 7(c) hereofa Termination For Cause, neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a4(a), computed on a pro pro-rata basis to the Termination Date;date of termination; and (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, reimbursed as provided in Section 5(d5(e); and. (iii) the unpaid portion of any amounts earned by due and owing to the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearunder any benefit plan. (b) Upon the termination of the Employee's employment hereunder pursuant to Section 7(b), Disability or death neither the Employee nor the Employee's beneficiaries his beneficiary or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of under this Agreement, Agreement except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, receive payments equal to that provided for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the paymentsSection 5(a), if anyapplicable, referred to in Sections 8(a)(iiand Section 9(a) hereof and (iii)any other benefits available under the Corporation's Benefits Plans. (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and Upon the termination of the Employee's employment hereunderhereunder pursuant to a Termination Without Cause, neither the Employee nor his beneficiary or estate shall have any further rights or claims against the Corporation under this Agreement except to receive a termination payment equal to that provided for in Section 9(a) hereof, plus an aggregate amount equal to twelve (12) months Base Salary, payable in equal monthly installments and the continuation of medical and dental benefits and life insurance for the same twelve (12) month period to the extent such benefits were being provided to Employee at the time of termination.

Effect of Termination of Employment. (a) Upon the effective date of termination of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid No portion of the Base Salary provided for Stock Appreciation Rights shall become vested (whether pursuant to this Section 3.1, Section 4.1, or otherwise) following a Termination of Employment, except pursuant to an exercise of the Board's discretion under Section 3.1(d) and then only in Section 5(a), computed on a pro rata basis the event such Termination of Employment is due to the Termination Date;Executive's death or disability, (ii) reimbursement If a Termination of Employment has occurred other than for cause (as determined by the Board in its discretion), the Executive will retain ownership of the portion of the Stock Appreciation Rights that has become vested prior to the date of such Termination of Employment, but no payments will be made to the Executive with respect to such Stock Appreciation Rights prior to the applicable Payment Date(s) specified in Section 2.3 provided, that, except as the Board may elect otherwise in its discretion, all Stock Appreciation Rights granted to the Executive (vested and unvested) shall be forfeited and cancelled as of any expenses for date on which the Employee shall not have theretofore been reimbursedExecutive violates any provision of the Employment Agreement between the Executive, as provided in Section 5(d); the Company and Pechiney dated October 4, 1995, and (iii) Except as the unpaid portion Board may elect otherwise, in its discretion, in the event of any amounts earned the Executive's Termination of Employment for cause (as determined by the Employee prior Board in its discretion), all Stock Appreciation Rights granted to the Executive (vested and unvested) shall be forfeited and cancelled as of the date of Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, of Employment and the Employee Executive shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of payment with respect to such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal yearStock Appreciation Rights. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.